Chronicles of Peter Parker Volume I - Genesis
by Hardstone
Summary: This is the story of Spider-Man in MCU, leading up to his unveiling in Civil War. Before he became Spider-Man, Peter Parker comes to grips with his new found power. Avoiding secret agents, juggling school and love, Peter and his friend Harry will deal with tragedy on their way to discovering a hidden plot that will catapult them into a larger universe.
1. Freak

**AN: If you've ever wondered why Spider-man isn't in the Marvel Cinematic Universe, or in the Avengers movie, you're about to find out why. Spider-Man does exist in the MCU, this story, along with Volume 2 and 3 (and a Fantastic Four story) explain how Peter Parker became Spider-man, the events leading up to the battle of New York and how Peter's actions, and those of the Fantastic Four, were instrumental in the Victory in New York. **

**This first story shows how Peter learns about his new powers before becoming Spider-man, there are only small connections with MCU, these will grow in the following two stories as the MCU builds up to Avengers. There is however plenty of other characters making cameos from MCU and beyond.****  
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* * *

**New York City**

* * *

On a dark street corner in New York City, two homeless youth, a young African American boy named Tyrone and his new friend, a beautiful young blonde girl called Tandy speak with some local men. The men have offered the two shelter for the night, Tyrone is sceptical and tells Tandy they can find somewhere to sleep. Tandy is cold and desperate, she trusts too much and follows them into an alleyway.

Tyrone begins walking away but he feels obliged to look after Tandy, he follows them into the alleyway, as he does he sees one of the men dragging Tandy into a van with a cloth over her mouth. Tyrone yells at the men "What are you doing, stop" and runs at them, when suddenly a large figure suddenly emerges from the shadows and knocks Tyrone to the ground. Tyrone tries to get up but a damp cloth cover his face, he breathes in the chemicals and loses consciousness. As the two men drag Tyrone into the van the large figure in the shadows speaks to them softly, "That was careless, their can be no witnesses, no one to tie this back to us, to the program."

**Midtown High**

* * *

At the front of Midtown High students are arriving to class as they do on any normal day of any normal week. Though for one student, this will not be a normal week, this will be the week where his life, and the lives of everyone within this city change.

As Flash and his friends approach the stairs of Midtown High, they come across Peter Parker. Flash looks back towards his friends, Sean McKeever and Seymour O'Reilly, with a smirk on his face, he gives them a sly wink and proceeds to walk closely behind Peter, mimicking his movements.

Peter looks back towards Flash, as he does Flash punches him in the arm, causing him to stumble, lose the bag that was hanging from his shoulder and fall to the floor. As Peter sits on the floor Flash leans down, bringing his face next to Peter's and yells.

"Peter Punch!"

Peter jerks back startled by Flash's aggressive outburst. Flash proceeds to cackle to himself and stroll off to class. As Flash's friends walk past, they join in the fun, each one punching Peter in the arm and following with the same words.

"Peter Punch!"

As Peter begins to pick himself and his bag off the floor the most popular girls in school approach.

_Just my luck_ Peter thinks to himself.

The three girls walk past and giggle to themselves at Peter's expense.

Liz Allan is blonde, beautiful, but not very bright. She finds amusement in everything, but struggles to understand anything

Mary-Jane Watson is the more grounded of the three, she has flowing red hair, is gorgeous like the others, but her family and upbringing makes her more sympathetic to others, and slightly uncomfortable with her status as one of the In group.

Lastly is Gwen Stacy, Gwen is the most beautiful girl in school, long blonde hair flows down over her athletic body. Hey perfect physique is matched by her intellectual capacity to understand complex subjects and hold her own in a discussion with student and teacher alike.

Peter looks up with a grimaced smile in an attempt to not look pathetic.

"What a freak!" says Liz.

The other girls burst out laughing and head off to Midtown High's main doors. As they enter Peter continues to crouch on the floor with his bag, staring at Gwen thinking.

_She's so gorgeous with her perfect blonde hair, her cute little nose and tight little._

Peter suddenly stops his line of though and shakes his head.

_What are you doing Peter, these girls don't even care about you, stop thinking about her!_

Peter walks into the main doors muttering to himself, "Peter Punch? Really, is that all they could come up with?"

The School bell rings for the start of first period, Peter is now running late, he runs down the corridor to his class and flies in through the door.

The entire class look at him as he slides in, Peter's teacher Mr Benson looks at him with disgust. Mr Benson is a middle aged balding man who smells of whiskey most days of the week and has an unusual habit of dressing in a shirt and slacks, but never tucking in his shirt.

"Mr Parker, nice of you to join us," he bellows in a sarcastic tone.

"Sorry Mr Benson, I was just …" Peter tries to respond, "All right, all right, just take your seat!" Mr Benson orders.

Peter takes his seat and immediately feels a spitball hit the back of his head.

_God I hate it here, I'm so looking forward to tonight._

Later on that day, Peter arrives at his advanced science class. Peter sits down at the front of the class and smiles to himself, _The one time of the day when I can actually concentrate on something important, away from the Neanderthals_.

As the class begins Dr Walker, an old man in his sixties and hunched over, slowly yet methodically goes through his exercise book, staring at his sometimes ineligible notes through thick bottle top glasses. He finally arrives at today's notes and looks at an opening address he has prepared for the new year. Dr. Walker smiles with pride as he looks briefly through his speech.

"Good afternoon everyone, it is a pleasure to see you all again this year, as the best and brightest of Midtown High" Dr Walker pauses and looks up.

"I look forward to enhancing your education, and scientific minds, to push the boundaries and grow your knowledge" he continues.

One student yawns aloud in response and receives muffled laughs from a few students in the class. Dr Walker looks around, realizing that the class has not quite been as inspired as he'd hoped decides he will let the class know the really big news.

"Before we start this year I'd like to make an announcement that I'm sure you'll all be excited to hear. This year Norman Osborn of Oscorp has created a special foundation for the brightest scientific minds, The Osborn Science Academy."

The distraction and murmurs in the class suddenly disappear.

"Only the best high school students were selected for this program throughout the state of New York, and I am so proud to announce that we have two students from our very own class."

Dr Walker now has the full attention of the class. The Osborn Science Academy has been a high profile program, plastered all over the media as a PR exercise to boost Oscorp's image. This push is in light of recent controversy's surrounding unsanctioned testing of experimental treatments.

Dr Walker continues, "The two students who will be participating in this program are Gwen Stacy and Peter Parker!"

Peter already knew he'd been accepted into the program, but when Gwen's name was announced his face is filled with both shock and disbelief.

Peter peers over his shoulder, back towards where Gwen is sitting. He sees fellow class mates walk up to her and congratulate her with high five's and a few hugs. Peter looks at her as she smiles with glee and thinks to himself, _She's as smart as me, that is so hot!_

Peter continues to stare at Gwen but then looks around and comes to the realization that nobody is congratulating him. The entire class is fixated on Gwen, amazed that a girl could be so gorgeous, talented and smart, yet nobody has even approached him or acknowledged him.

Dr Walker calls the class to attention to begin the session. The class begins with a discussion of mutation and rapid evolution. Peter's attention is refocused and his face lights up as they learn about the rapid adaptation of Peppered Moths to changes in soot-covered trees.

Later that day as Peter leaves Midtown High, Flash and his friends corner Peter.

"Hey Parker, we have this project due tomorrow about … um science and stuff. You need to do it for us, or else!" Flash demands.

"You'll have to be a little more specific, Flash, science and stuff is kinda broad." Peter replies with a hint of sarcasm totally missed by Flash.

Flash, confused by what Peter has said, continues "It says . . . . ahhh natural selection."

Peter smiles "Ahhh, natural selection, don't worry Flash I know a lot about it. Unfortunately it doesn't seem to be working on homo sapiens anymore."

"Ha, then why are we learning about stuff that doesn't exist?" Flash says puzzled.

Peter smiles, "Don't worry Flash; don't confuse yourself. I'll make sure the consonants are verbs and the grammar is isometric and the teachers will give you full marks."

Flash looks more confused than before, he shoves the papers into Peter's chest, "Whatever Parker, just get it done."

"Ok Flash I'll do it this time, just leave me alone from now on."

Flash laughs and pushes him into the wall.

"We'll leave you alone when we say we'll leave you alone Parker, just get it done!"

The group leave and Peter is left with Flash's report in his hand.

**Peter Parkers House**

* * *

As Peter arrives home his Aunt May is waiting. "How was your day Peter?" she asks.

"It was fine" Peter replies.

Peter immediately goes up to his room. He throws his bag onto the bed, Flash's test flies out of the bag and onto the floor reminding him of what had just happened.

Peter goes to the bathroom looking at himself in the mirror; his eyes becomes blurry as tears well up, then roll down his cheeks. He begins to sob quietly, "Why me? What did I do to deserve this?"

He holds his head in his hands, runs the tap and then washes his face trying to hide his red eyes. He hears Aunt May knock on the door.

"Peter, you'll be late for your first day!"

"Ok Aunt May, I'm just getting ready," Peter yells back.

"I'll be downstairs Peter" she replies.

Peter washes his face, looks at himself again in the mirror and speaks to himself quietly.

"Come on Peter, you have to do this for Aunt May and Uncle Ben, this is your chance to be someone."

He practices his smile, putting on his happy face. Finally he feels that he looks presentable and goes downstairs.

Aunt May sees Peter and her face lights up, "Oh Peter, are you excited about starting at the science academy tonight?.

"Yeah, it should be good." Peter replies with mild enthusiasm.

Uncle Ben enters the room and boasts, "Peter, this won't be just good, it will be great! You've beaten all the other kids in the state to get into this academy!"

Peter gives a little smile at his uncle's unwavering enthusiasm and positivity.

"Now, I know that we haven't been able to provide much for you…"

Peter interrupts, "No, Uncle Ben, its fine, you've been great to me…"

"Peter, let me finish' Uncle Ben interjects, "We aren't a rich family, we couldn't give you tutors, the best education, but you still exceeded anything I could have imagined. You will be a great scientist and change the world Peter, I have no doubt in that."

Peter's face lights up with a broad smile, pride fills him and the confidence to do anything. One thing Peter has always been able to depend on is his Uncle seeing the positive of everything, and making him feel like he is more than what the rest of the world tells him.

Aunt May is quietly shedding a tear, she smiles at her husbands words and the achievement of her nephew. Aunt May gives him a big hug and a kiss on the cheek as he and Uncle Ben leaves for his class.

**Oscorp Tower**

* * *

Uncle Ben pulls up out the front of Oscorp Tower, "Now Peter, just enjoy yourself and make the most of this opportunity" Uncle Ben tells Peter as he opens the door.

"I will Uncle Ben," replies Peter.

Peter walk into the large stone covered courtyard leading to the Oscrop Tower front doors, he looks up in amazement at this giant skyscraper in the heart of the New York's business district. The building is a glass covered tower that is over 90 stories high. Each pane of glass is connected, sealed and polished with the next pane, giving it a seamless join with no concrete in sight. The building is an oblong shape, with a wide base but much narrower upper section, its form is both modern and and sleek, the centrepiece of Manhattan's business district.

Peter stares for a few moments, then finally walks through the main doors and heads to the main elevator. Peter hits floor 61 as per his invitation.

As the elevator doors open Peter walks out and sees an expansive lab that is open plan with twelve areas, aligned in four rows of three columns. Each area contains an arc of approximately twenty transparent enclosures, each area containing a different type of arthropod from scorpions and chameleons to spiders.

The rest of the class is standing in front of the main desk that is located at the back of the room. To the side is a contingent of media present to cover the event. The main desk is raised above the rest of the room, and Dr Connors stands behind it peering over his new students. Dr Connors wears a white lab coat with one arm tied up partly disguising the fact that he only has one arm.

"Now that everyone is here let us begin" Dr Connors.

Dr Connors begins, "I welcome you all to the Osborn Science Academy for Young Scientists. This is the first time that anyone has brought together the greatest young minds together to learn cutting edge science and develop beyond the constraints of the state education system."

The students assembled clap with enthusiasm, Dr Connors continues, "Here at the Academy we are continuing on with a ground breaking project that until recently was top secret."

Dr Connors waits in silence, building anticipation within the crowd. The students are all wide-eyed awaiting what cutting edge project he will unveil.

"The project we will be working on is trans-genetic combination, and I'm sure I don't need to explain what that means to any of the student here".

The students giggle to themselves, looking at each other with smirks on their faces.

Dr Connors continues, "But for the sake of the media what that means is we are combining the DNA from different species into one animal with the help of radiation, and a few other things, but you don't need to worry about the details."

Media representatives scribble down notes intensely.

"Students will work with arthropods that have had their DNA manipulated using radiation and viral RNA as a vector for introducing specific DNA sequences. These subjects will have enhanced abilities and new morphological aspects to that original species" Dr Connors finalizes his overall speech.

Dr Connors asks the media gallery for questions. Ned Leeds from the Daily Bugle is first in line and asks "What are the benefits to this type of research? How does it help your average Joe?"

Dr Connors chuckles to himself, "Mr Leeds, let me put it plainly for you, and your readership. Trans-genetic research has the possibility to end disease, disability and poverty." Dr Connors pauses as the assembled media frantically take notes.

"We are currently only at an early stage, but we envisage creating plants resistant to fungus and insects, animals that create more food, that provide us with resistance to disease, that allow people who suffer from disability to be whole again."

"Are you talking about changing people's DNA, making mutants?" asks Ned.

"No no no, not mutants, there is a possibility that we can fix parts of our DNA that are broken, or not developed, but this is years, 20 years away we are still just working on arthropods" replies Dr Connors.

After answering a few more mundane questions the media leave and let Dr Connors begin the actual class.

Dr Connors begins the class with an overview of what they're doing and why.

"Trans-genetic research is one of the most important endeavours in science today. What we want to do is enhance the genome of the plants and animals we use, making them more efficient, more effective for the benefit of all humans."

A student raises their hand as he finishes, "Yes, do you have a question?" asks Connors.

The student asks, "Does trans-genetic research have application on higher order animals, such as humans?"

The class begin to murmur with excitement. Dr Connors smiles at the enthusiasm in the room.

"Potentially any living organism could be utilized in these experiments, but as I stated before we are years away from successful implementation in Arthropods, never mind humans."

Another student puts there hand up to ask a question, Dr Connors looks across and points in her direction.

"Why did you start in trans-genetic research?"

Dr Connors now shuffles uncomfortably on the spot, he looks around the room, "Well I've been working in the science department at Oscorp for nearly my whole life. Originally I had been a lead scientist on a human enhancement program. But then I was involved in a tragic accident, I was extraordinarily lucky to survive but not all of me made it out" Connors looks down at his missing arm.

"After that event I came up with an idea, whereby we could introduce specific animal DNA segments into a person enhancing them, maybe even growing back a lost limb."

"Norman Osbourne believed in our vision and funded our program to develop the technology."

"Now Oscorp has other priorities, but that means that you, the top students from New York, now get an opportunity to work on the cutting edge of science."

"I have seen the work that you have produced in order to qualify for this academy, and I have the upmost faith that you will be able help us find the answer, and maybe one day, in the future, I'll be able to play a round of golf, or even just snap."

The students laugh and clap as Dr Connors holds his arm up in appreciation. As they quite down Dr Connors introduces his two assistants.

"During your work here we will have two Phd students from Empire State University who are both experts in their own right."

"Firstly we have Michael Morbius, who is a major in biochemistry."

"Secondly we have Miles Warren, majoring in biochemistry and genetics. These two are great scientists and are who you should aspire to be!"

Dr Connors begins assigning students to groups, Peter looks across at Gwen, he thinks to himself, _What if I'm partnered up with Gwen, then maybe she'd notice me!_

Dr Connors eventually reads out Gwen Stacy, Peter's eyes light up. He focuses his entire attention to Dr Connors who read out her partners name "Peterson, John Peterson."

Peter's face drops in disappointment. Dr Connors reads out the next lab partner grouping, "Peter Parker will be partnering with…" Dr Connors hesitates; he looks at his sheet again and then announces.

"Peter Parker will be partnered with Harry Osborn."

Dr Connors then continues to read out the rest of the assigned partners.

Harry is standing next to Peter, "Hi I'm Harry, looks like we going to be lab partners."

Peter looks back at him in disbelief "Harry Osborn? As in Osborn, Osborn?"

Harry looks at him peculiarly, "I'm not sure what that means, but yes, I am Norman Osborn's son."

Peter looks in amazement, then regains his composure and holds out his hand.

"Well it's nice to meet you, I hope we have a great lab partnership."

Harry laughs, "Thanks Pete, I'm sure we'll get some great results."

Dr Connors begins assigning each team an arthropod to work on, Peter suggests to Harry.

"Lets work on the beetles, they're the most diverse animal form in the world."

Harry shakes his head "Spiders are way cooler, we should definitely do the spiders."

Peter is reluctant, "Harry, I don't really like spiders. I don't have arachnophobia …but can't we do something a little less… well dangerous."

Harry laughs again at Peter. "Spiders have some of the most interesting features of all arthropods. It will make great science Peter, trust me."

Peter is apprehensive, he stands silently looking at Harry.

"Spiders are amazing Peter, they can walk up walls, on roofs, anywhere. They create intricate traps in the air using biologically constructed materials stronger than steel. They have a power to mass ratio beyond any mammal!"

"Ok Harry I get it, spiders are cool - they are fast, strong, smart."

"Yeah exactly, but also some scientists believe that the spider has a sixth sense. They have observed spiders predicting when a predator is approaching and avoid being captured."

Peter laughs, "Tell that to the house spider my uncle squashed last night. I don't think his spider sense wasn't working too well."

They boys laugh and Peter reluctantly agrees with Harry, "Ok we'll do the spiders."

The two boys take their assignment from Michael Morbius and head over to an arrangement of glass enclosures which form a wall on top of their working desk.

The boys perform their initial assessments of the subjects within each of the enclosures. After they have finalized their assessments the two boys leave the building. Harry and Peter exit the front of the building and Harry's limousine approaches.

"Do you want my chauffer to give you a ride home?" Harry asks Peter.

Peter looks surprised at the offer, "That's really ace of you Harry but I'm ok, my uncle is coming to pick me up".

Harry smiles "No worries Peter maybe next time."

As they shake hands and say goodbye Gwen walks past the two.

"See you guys next time."

Both boys momentarily stop and look at Gwen as she strolls up to a waiting car. As her car leaves the boys look at each other, both with a grin on their face.

"Well suddenly I'm really looking forward to our next session" Harry mentions to Peter with a cheeky wink.

Peter is still grinning "I know what you mean, though I've gone to school with her for 10 years and that's the first time she's actually spoken to me."

"Have you tried speaking to her?"

Peter begins to blush and looks down at the floor awkwardly "um, not really, I can't speak to her, we are in different social standings, she's a cheer leader, I'm just," Harry interrupts, "You're just the only person at that school as intelligent as her" Harry explains. "Think about it Peter, just give it a try tomorrow, what do you have to lose?"

"Ok Harry, see you later" Peter replies as Harry's limousine drives off.

Uncle Ben's old car stops at the curb-side and Peter gets in, "How was your first class Peter?" Ben asks.

"It was great actually, we are learning about trans-genetic manipulation and recombination"

Uncle Ben looks blankly ahead, Peter stops himself from continuing on with the realization that Ben doesn't understand any of this.

"We learnt lots of cool stuff, and I think I made a friend as well" continues Peter, "Well that's great Peter, I'm glad to hear it, you'll have to invite them over for dinner some time."

Peter goes silent, "What's wrong Peter, you don't want us to meet your friend? Is it a girl?"

Peter chuckles, "No, its not a girl, it's Harry Osborn, as in son of Norman Osborn."

Now Uncle Ben is silent for a moment, "Oh, as in the guy who owns that really big shinny building we just left?"

"That's the one" Peter replies, "Well I guess we better get the good china out then!" Uncle Ben jokes and the two laugh on their way home.


	2. A small bite

**Midtown High**

* * *

The next morning Uncle Ben drops Peter off at school, early as usual on his way to work. Peter waits out the front of the school on a bench staring into space, daydreaming.

_I wonder what Gwen meant, does that mean she notices me, maybe I should speak to her_, he thinks to himself.

As Peter is daydreaming he sees in the distance Gwen approaching with her usual companions. He suddenly freezes tensing his whole body, holding his breath and appearing motionless. He stares at the girls as they turn off the footpath and up the schools main path.

He then begins talking to himself, "Don't get nervous Peter, don't get nervous. Like Harry said she's noticed me, she knows who I am"

Sitting next to Peter is another young boy. He looks across at him and says, "You really are a weirdo Parker!"

He gets up and walks away. Peter looks at him and momentarily loses his concentration, he then turns around and sees that Gwen and her friends are walking up the stairs and only meters away.

Peter stands up, leaving his bag on the bench as they approach, he opens his mouth but feels a lump in his throat.

_I can't do this_ he thinks to himself, he finally managers to mutter, "Ah… ah… Gwen, hey um how's ah…."

The girls all laugh at him, Gwen replies to him in a sarcastic tone.

"Hey Parker, I'm glad we had this chat, can't wait until our next one."

The Girls walk into the building, as yesterday, laughing at Peter's expense.

Peter is standing silently staring back at them

_What is wrong with me? Is this how every day is going to turn out?_

As Peter turns around to pick up his bag off the bench he sees Flash is standing right in front of him, "What do you think you're doing Parker? Trying to steal my girl?"

Peter is startled and hesitates in his response, "No, no Flash I was just saying …"

"You were just saying what to my girl Parker?"

Peter tries to respond, "Nothing, Flash I was"

Immediately Flash grabs him by the scruff of the neck not letting him finish. He lifts Peter up onto his tiptoes and tells Peter, "You don't talk to my girl Parker, you don't talk to anyone Parker!"

As Flash threatens him a teacher walks past and asks, "Shouldn't you kids be in class?"

"Yes Sir," Flash replies.

Flash lets go of Peter and whispers in his ear, "This isn't over Parker."

Peter spends his day noticing students whisper to each other as he walks by. They sheepishly look at him, some laughing, some actually looking at him with concern.

_Flash must be really pissed off!_

As Peter leaves school he notices a crowd of 30 to 40 kids are standing out the front of the school. Peter walks past them and looks across intrigued by what is happening. As he does he notices something strange, everyone is looking at him.

Suddenly Peter's face fills with fear.

_FLASH_

He looks across and now realizes that the crowd is moving in his direction, students run around behind him to get a good view as Flash emerges from the crowd, wearing his tight fitting gym shirt, strutting like a lion, king of the pride, master of his domain.

Flash walks into Peter's path, Peter stops and is frozen in fear. Flash has a sinister grin on his face; he looks around at the crowd, feeding off their energy, their anticipation for a fight.

Peter comes to his sense and realizes he needs to get out of here. He tries to back out of the circle, but is pushed back in and his bag is ripped from his shoulder.

Flash walks up to Peter, grabs his shirt with his left hand, twists it around and drags it, and Peter, up to his eye level. Again Peter is on his tiptoes.

"No one hits on my girl Parker, especially not a pathetic nerd like you!"

Peter tries to explain in his panicked, confused state, "I didn't hit on her, I just was like, ah... saying hello!"

"Don't lie to me Parker, I see how you look at her!"

Flash takes his right hand and punches Peter in the stomach twice, still holding him by his shirt. Peter doubles over and Flash lets go of Peter shirt as he falls to the ground. Peter holds his stomach coughing and trying to get his breathe back.

The crowd are cheering and going wild, students jump on each other to get a look at Peter on the ground. Flash soaks in the atmosphere, students are cheering him, encouraging him to give Peter more. Flash gives them a little nod and points three fingers up.

"Should I give him some more, three or four?"

A student yells out "Ten" and the crowd laughs.

Gwen and MJ push through the crowd and make it to the front. They look over and see Flash picking up Peter by the arm. MJ looks at Gwen and tugs her shirt, "I think he's had enough, you should tell Flash to lay off." Gwen nods in agreement, "Ok, I'll do it AGAIN!"

Flash has lifted Peter to his feet, Peter looks up at Flash.

"I'm sorry Flash, I didn't mean to, I won't talk to her again."

Flash bellows with laughter, as does the crowd at Peter's submission.

"Just leave me alone, ok" Peter pleads.

Gwen approaches Flash, "You've had your fun now let him go Flash, it's not funny anymore!"

The crowd now mock Flash, "oooooooooooo" they say, almost in unison.

"You better listen to your girlfriend Flash" Someone yells out.

Flash looks around to see where it came from but the crowd is too thick. Flash's face turns to a scowl as he realizes the crowd are now beginning to laugh at him.

"Come on Flash lets go" asks Gwen.

Flash turns to her with a look of frustration and anger. "I'll go when I want to go!"

Flash punches Peter in the chest and sends him crashing into the crowd of people, knocking two of the onlookers over. The crowd erupts in cheers, Flash smiles gleefully to the crowd but as he does Gwen storms off. Turning to Gwen, Flash realises that he has upset her and follows her. As the crowd disperses Peter slowly picks himself up and begins his walk home.

**Peter Parker's House**

* * *

Peter enters his house with a hunched posture and pained expression. Aunt May asks immediately, "What's wrong Peter? What happened?"

"It's nothing" Peter replies but Aunt May is upset.

"Has that boy been picking on you again? This is the last straw I'm calling the school" She walks over to the house phone.

"No Aunt May it's fine, just leave it alone! I'm going to my room!" he protests and slowly staggers up the stairs.

Peter's uncle enters the kitchen and asks May, "What's happening in here?"

"That boy has been bullying Peter again, I'm calling the school" May tells him as she picks the phone off the wall.

"Ok, calm down May, lets not jump the gun!" Ben says to her in a calm manner.

"Jump the gun, It's the second day of school Ben, I'm not going to go through another year of this, do you hear!" Ben nods his head to May's plea.

"I know, just let me speak with him first!" May stares at Ben with annoyance, but finally puts the phone down "Very well Ben, but.."

"Yes I know dear, I know" Ben replies before she could finish telling him.

Ben knocks quietly on Peter's door, "Are you alright Peter? Do you want to speak about what happened?"

Peter is sitting on the side of his bed with is head hanging low. He slowly shakes his head.

"No Uncle, its fine." Uncle Ben opens the door slightly and pokes his head in, "I hope you're not naked"

Peter begins to smile slightly and looks up.

"Hey Peter, I hear you had a rough day"

"You could say that again" Peter replies.

"Hey Peter, I hear you had a rough day" Uncle Ben repeats.

Peter's smile broadens, "You realize that doesn't get funnier the more you use it"

"It doesn't need to, it's already funny" responds Ben as he sits on the bed next to Peter.

"You know I got picked on when I was at school too. I remember the feeling of fear, to be pushed around and feel powerless. It is a difficult thing to deal with when you can't fight back."

Peter looks across to his Uncle, "What should I do?".

Ben looks him in the eye and speaks with clarity and authority.

"Peter, everyone has the power over their own lives"

"We can't always control what happens to us, but we can control how we react!"

"I don't understand," replies Peter.

"Peter, you're a scientist. What is power, in scientific terms?"

"Well, power is the ability to move an object"

"Exactly!" interrupts his uncle, "The ability to move, to influence, to change, like say to move this bag from the floor, to the bed, where it should be."

Ben picks up the bag and places it on Peter's bed and gives him a cheeky little wink and smile.

"Power controls everything, it moves objects and it moves people. But people are more than just objects." Ben pauses for a moment "We think, we choose and we have free will to make our own choices."

"Ok so I have power over my choices, how does that help me?" Peter asks with a puzzled look on his face.

"It means you stand up to him, not physically, but mentally. Show him you're not afraid of him!" Ben pauses and looks deep into Peter's eyes, "The only power they have over you, is the power you give them."

Peter stares back at Ben for what seems like an age, "I still don't get it, what power do I have?" Peter says still confused.

"Peter, these bullies pick on you because you allow them to, if you stand up to them, they will back down, that's what bullies do!"

"But then they'll pick on me more!" Peter protests.

"They're already picking on you, what's the worse that could happen? They pick on you?"

Peter now becomes silent, his face deep in thought.

"What's the worst they can do, what do I have to lose". Peter thinks more about it, "That's it what else can they do, thanks Uncle Ben" Peter jumps up off the bed and heads out the room.

Ben sits alone on Peter's bed, "I've been working on that power speech for so long, and all he takes form it is they can't beat you up any worse!" Ben sits silently the speaks to himself, "I'll need to work on it some more."

Ben returns to the kitchen where Aunt May is fretting at the table.

"This really needs to stop Ben, they can't treat him like this!"

Ben sits down and takes Aunt May's hands in his own, "I've spoken with him and he's feeling much better. I think Peter is capable of handling this on his own."

**Midtown High**

* * *

The next day during school Peter attends all his classes as normal and luckily doesn't see Flash. Peter's mind begins thinking, _Perhaps Flash is over it now, perhaps he's got it out of his system and will leave me alone, for a day at least_

Peter leaves his last class and decides to walk out the side gate of the school, _Best not to cause another incident if it can be helped._

Peter looks right and doesn't see Flash or his friends, he then turns left to begin walking home, but as he does he notices four large boys walking in front of him. Immediately Peter realizes its Flash and some of his football friends. Peter immediately stops mid-stride, turns around and walks back towards the school. As he does one of the boys happens to turn around and sees Peter.

"Hey, there's Parker" he tells the others who turn around and run towards Peter. Ignoring them Peter continues to walk but is quickly surrounded and stops.

"Hey Parker, what happened to my assignment? You were supposed to get it to me yesterday!" Flash bellows at Peter.

Peter turns around, his face is filled with fear, "Well I was kind of busy getting beaten up!" Peter replies with a begrudging sense of inevitability.

Flash becomes angry "Parker, I don't care about your excuses, you're gonna have to pay!"

Peter stands there silently, without emotion. He has accepted that he's about to get beat up again and there's nothing he can do about it. Peter looks Flash in the eye, "Ok Flash, go ahead."

Flash is momentarily startled by Peter's lack of fear, his apathy to Flash's threats. Flash's hesitation is noticed by Peter.

_Flash hesitated, he actually hesitated. What Uncle Ben said is right, these bullies feed off my fear, what else can they do to me, what do I have to lose._

"I'm not doing your homework anymore, Flash!"

Flash glares at Peter with disbelief, "What did you say Parker?" he growls.

"I said, I'm not doing any more homework or anything else for you. You can beat me up all you want, but it won't help."

"Yeah Peter, that's right! I can beat you up and you WILL do my homework!"

Flash pushes Peter hard against the wall grabbing his collar and partly choking him. Flash holds him there until Peter's face goes red and he can't breathe. He then drops Peter and Flash's friends laugh.

"Now you'll do it, won't you Peter?"

Peter is struggling to get his breath back. He leans on one knee, trying to get air into his lungs.

_It's just easier to give in, it's not worth getting beaten up over_.

Peter stays crouching one his knee, _What more can they do to you, the only power they have is the power you give them_.

Peter stands up and looks Flash in the eye, "Well, you're going to beat me up anyway so why should I?" Peter says bluntly.

"Unless you pay me to do your homework, you'll need to learn about science, all by yourself", Peter pauses, then adds, "And just so you know the going rate is $10 per assignment!"

Flash's rage grows, he takes a step back. "It's time you learnt a real lesson Parker! It's not on a book or the Internet, it's a lesson of survival!" Flash stares at Peter for a moment "Might is right!"

Gwen, M.J. and Liz are walking on the other side of the road and see Flash and his friends cornering Peter. Gwen runs across the road straight up to Flash and yells, "Enough, Flash! This isn't funny anymore, just leave him alone!"

Flash's friends mock him, exaggerating their fear at Gwen's demands.

Peter, seeing Gwen standing up to Flash is now even more emboldened, he smiles and asks Flash.

"Might is right, so the strongest survive, that's natural selection! You don't need me to do your homework, you learnt all by yourself … and I thought you couldn't read!"

This comment draws equal amounts of laughter, gasps of anticipation and groans of fear. Everyone, including Gwen, M.J. and Liz who have now arrived grow silent and fixate their attention to Flash.

Flash's eyes grow wide with rage, "What did you say Parker?"

_Well if I'm gonna get beaten up, I might as well make it worth it._

"Nothing Flash, I was just making comment on your reading skills. I'm actually impressed, you must be at grade four level now!"

Flash is totally incensed, Peter's comments are so out of character and unexpected. Flash looks around at those surrounding him trying to make sense of it all. Peter just stands there staring at Flash waiting for a reaction.

Flash charges into Peter pushing him into the brick wall then begins punching him in the body. Peter falls to the ground, Flash leans over and begins punching him in the head.

Peter tries to protect his face and curl into a ball but Flash grabs his arms and pulls them away giving him open shots to Peter's face.

Two of Flash's friends grab him and pull him off, "The freak has had enough! Let's go!" they tell him.

Flash struggles to break free from his friends and then, realizing he won't get free he stops struggling, looks at Peter with a piercing stare and yells, "You're gonna pay Parker, you are gonna pay!"

Peter stands up, sore and bleeding, but manages to lift up his arm and give Flash a little wave, "Ok Flash, see you tomorrow. I'd set a time, but I'm not sure if you can read a watch either."

Flash turns around and attempts to get past his friends, however they grab him and keep him walking away. Peter smiles, then grimaces in pain as he feels pain in his ribs, and on his face where he was punched.

Gwen walks after Flash and begins yelling at him, "What's wrong with you? Why are you always like this?" Then frustrated, she storms off in the other direction as Liz follows her.

Peter leans back against the brick wall and tries to straighten himself up. As he does he groans in pain then hears the voice of a girl ask him a question.

"Why did you talk to him like that? You knew he'd react badly."

Peter looks up and sees M.J. standing in front of him, arms crossed.

"Well, if I'm gonna get beat up, might as well have some fun with it!"

M.J. gives him a wry smile, but then her eyes widen and a more warm smile emerges, "You may be small in stature, but you have the heart of a tiger." M.J. tells him.

Peter smiles back, "Grrrrrrrrr," he replies with a cough.

MJ now uncrosses her arms and puts her hand on his shoulder.

"Are you alright? I'm sorry about Flash, you know those guys are always showing off."

"Really I haven't noticed that" he says a sly smile.

M.J. playfully shakes her head with a smile.

"So you're Peter Parker, May's nephew right? You live next to my Aunt Anna" M.J. asks.

Peter suddenly freezes up.

"Ah yeah, yeah that's me, I, I, I've seen you there a few times, but I didn't think you knew who I was, I mean am… who I am".

M.J. giggles to herself, "You're not used to talking with girls are you?"

"Well I'm not really sure, they never talk back" he responds.

M.J. laughs at Peter, "I know who you are, my Aunt talks about you, you're like some sort of genius yeah?"

Peter blushes and looks down at his feet, embarrassed by the compliment.

"Um I don't know, I'm good at science, but that doesn't make you popular around here"

"Welcome to Midtown High Peter Parker" M.J. responds sarcastically. "That's just the way it is, you can't be a cheerleader, and in the chess club!"

"Really, that's a shame, we have a few spots open for cheerleaders as well, try outs are on Thursday!"

M.J. laughs, "Oh, you're a funny one Peter Parker" she pauses then looks at Peter for a moment.

"I'm going back to my Aunt's house tonight, how about we walk together" M.J. suggests.

"Ahh Ok" replies Peter. He picks up the rest of his papers and they walk back to Peter's house.

**Peter Parker's house**

* * *

As the two arrive out the front of MJ's Aunts house, next door to Peter's house they stop and face each other. They stand for a moment in silence, neither knowing what to say, Peter looks into MJ's eyes, open's his mouth to say something, but as he does MJ speaks.

"Ok Peter, see you later."

She turns and skips up the pathway to her Aunt's door. Peter stands on the footpath with a confused look on his face, he then shrugs his shoulders and gingerly walks through his front door.

As Peter enter the house his uncle and aunt are sitting in the living room. They see him walk in with ruffled clothes and Aunt May leaps out of her chair, "That's it! I'm calling the school!"

"Aunt May, its fine I'm handling it."

Peter looks at her and then his uncle, with a sense of pride, his chin held high.

"I took your advice Uncle. I still got beaten up, but I think the message is getting through," he says with a smile.

"That's great Peter, it won't be easy, but eventually you'll get there."

Aunt May is unsure what is happening, she looks at them both with an angry glare, but sees that they are both smiling. Her fear and anger subside and her angry glare subsides to an annoyed glare. "Well if you two think it's under control, then I'll bite my tongue... for now!"

"BUT IF this boy doesn't stop bullying you soon, not even the almighty himself will stop me visiting that school!"

"Ok, Ok May, settle down, it'll be alright!" Uncle Ben interjects.

"It better be alright!" she responds.

"We should just send your Aunt to school to have a word with this kid. I'm sure then he'd be doing your homework." Uncle Ben jokes.

"Damn straight he would" she replies with a hint of a smile.

"Ok enough of this, Peter you need to get ready for your science academy!" Aunt May says and Peter heads upstairs.

**Oscorp Tower**

* * *

Peter arrives at Oscorp tower, his uncle drops him off.

Peter begins walking towards the main entrance, two gigantic sliding glass doors and sees Gwen also walking towards the doors. He turns his gaze to the doors and walks forward but Gwen quickens her pace to catch up.

"Hey Parker, wait up" she yells. Peter slows down his pace and turns around to face her.

"Hey Parker, I'm sorry about Flash, he can act really stupid sometimes."

Peter's nerves take over his body and he freezes up, not able to move, think or talk.

"ah yeah" he replies with a long pause "Ok" he continues but is lost for words.

At that moment Harry approaches directly behind them, "Hey Pete, how's it going?"

"Hey Harry" Peter responds.

Harry looks across to Gwen who's face lights up when she sees Harry Osborn standing before her.

"Hi I'm Gwen, Gwen Stacy, Nice to meet you Harry." Gwen says.

"Hey Gwen nice to meet you too, so are you a friend of Peter's from Midtown?"

Gwen looks uneasy at this question and looks at Peter, "Yeah we both go to Midtown" she replies awkwardly.

"Great, would I also be right in thinking your Captain Stacy's daughter?"

Gwen is taken aback by this comment, no one at school knows that Gwen is the daughter of Captain Stacy, something she has purposefully kept to herself to avoid attention from students and criminals alike.

Peter has a look of astonishment, _Gwen is Captain Stacy's daughter? the man who recently was announced as head of the organized crime task force._

"Um ah yeah, how did you know that?" She asks Harry.

"Deduction, google and the fact you just admitted to us!" Harry says with a smile on his face.

"So you've been googling me Harry Osborn, very interesting." Gwen says giving Harry a flirtatious wink. She turns, flicking her long blonde locks of hair and turning walking into the building, twisting her hips as she does to extenuate her curves.

Peter and Harry both stare as she does without a word. Finally Harry breaks the silence, "Alright Peter, lets get to class." The two boys walk into the building and up to the elevator.

_I should have realised Gwen would go for someone like Harry, what would she ever see in me? _Peter thinks to himself.

"So Peter how's things, how did you go speaking to Gwen?" he asks.

Peter looks at Harry confusingly, "Well I thought you and her were..." Peter stops mid sentence, not quite knowing what to say.

"We were what Pete? Did you think I was cutting your grass? Nah Pete, I'm just helping you out, making contact with her, building the foundations and all that."

Harry hits the elevator button and the doors open, both boys enter the elevator and hit floor 61. Peter looks at him, still confused with Harry's explanation.

"I tried to talk with her yesterday but her boyfriend didn't really appreciate it" Peter says with a sly smile.

"Woo hoo Peter Parker, Lady Poacher!" Harry bellows in a joking manner. Peter smiles.

"So what did she say?" Harry asks.

"She didn't say anything, I kinda froze when I spoke with her, I freeze every time I try to speak with her."

"Well Pete, we'll have to fix that, get you some practice talking to girls!"

Peter begins to blush, "I don't know Harry" Peter replies.

As Peter looks down in embarrassment Harry notices red marks on his neck.

"Is that what her boyfriend did to you, those marks on your neck?"

Peter raises his head and rubs his neck, "That's nothing, you should see my body!" Peter replies.

"Well it's the best offer I've had all week!" Harry jokes, but then his face turns serious.

"You should really do something about that Pete, you can't be taking crap from this guy!"

Peter looks Harry in the eye, his Uncle's words fills him with strength. "It's ok, I'm standing up to them, still getting beat up but they're getting the idea."

Harry looks at Peter a little confused, "They'll probably get the idea quicker with a right hook."

The two boys enter the lab and head towards their lab section. Gwen is sitting two rows in front and to the left, as they arrive at their desk she looks around and smiles.

Dr Connors begins the class, "Welcome to your second practical session, its important as young budding scientists that you learn both exceptional laboratory practices, but the value of experimenting and maintaining an experiment. Today we will be cleaning and feeding our subjects."

The students begin their practical work, Harry working on the left side enclosures and Peter on the right.

Harry and Peter begin opening cases one at a time, giving food to the spiders and cleaning old insect carcasses from the container.

One of the containers to the right near Peter is not shut properly and its spider crawls out and along the bench. Peter's hand moves along the bench, grabbing a petri dish of dead flies, barely missing the spider. Peter begins telling Harry a story about his Uncle on a skiing trip, he places his hand on the bench, merely centremetres from the spider.

The spider approaches Peter's hand, it is about to climb up on his hand but Peter lifts his hand up, explaining his story and how his uncle was trying to ski but not going anywhere.

The spider moves closer to Peter's body, it spins a web and lowers itself down onto Peter's leg. The spider crawls down his trouser leg, reaching the bottom it then moves up the inside seeking shelter from all the light and commotion.

Peter feels something crawling up his leg and scratches the area. The spider is knocked about and panics, biting into Peter's leg. Peter feels a sting and jumps in his chair, he rubs his leg and squashes the spider.

"Are you ok?" asks Harry, "Yeah, I'm fine" Peter replies and the two continue talking and cleaning out the spider containers.

As they do Peter begins to feeling ill. Peter's head starts spinning and he mentions to Harry, "I'm not feeling well"

"Do you need to go home, or to the doctors, I can sort something out for you?" Harry asks.

"Thanks Harry, I think I'll just go home" Peter replies.

Peter picks up his bag and is about to leave when he looks across and sees that one of the containers is open, one he hadn't worked on yet.

"Did you open that container? Were you working on it?" Peter asks Harry.

"No, weren't you?" replies Harry.

They look at each other with dread. Harry slides over with his chair and looks through the container and realises that there is a missing spider.

Peter starts to panic, "We're going to be in such big trouble," he says.

"Peter, don't worry about it," Harry replies, "Go home and get rest. I'll look after this for us." Peter reluctantly agrees and leaves the class.

Peter walks home in a daze, His vision is blurry, his head is spinning and he begins to develop a slight tremor in his arms and legs. Peter looks like a drunken person walking home from the pub, walking into poles and falling over trash cans as he goes. Peter catches the train and lies on a seat passing in and out of consciousness.

Peter wakes up and stares at the electronic sign, trying to concentrate on looking at where his train is, _Only two stops to go, thank god._

Peter stands up on wobbly legs, holding onto an upright pole swaying wildly with the movement of the train. As the train arrives at his station he tries to take his hand off the pole but finds that it is stuck. Peter pulls hard to remove his hand, but is covered with chewing gum.

**Peter Parker's House**

* * *

When Peter eventually stumbles into his home, Uncle Ben notices, "Why are you back so early?"

"I'm not feeling well, I'm going to bed." Peter replies.

Aunt May pops her head from the kitchen, "Are you ok, would you like something to eat?"

Peter is halfway up the stairs and replies.

"No thank you!"

Peter goes into his room and strips down to his underwear. Sweat is pouring off his body, he stumbles and falls onto his bed.

He lies down on his bed, looking down at his leg which is now throbbing with pain. Peter strains to see what is causing his discomfort. He can make out a large red patch. Peter lays back onto the bed, spreads his arms and legs out and falls unconscious.


	3. Transformations

**Peter Parker's house**

* * *

Peter sleeps through the entire night and doesn't wake up the next day. Aunt May goes up to Peter's room the next morning and knocks on the door.

"Come on Peter, wake up. Time to go to school!"

Peter doesn't answer or wake up. May walks into the room

"Come on Peter, you can't sleep the day away".

Peter is barely responsive and just moans and turns over. May leans over and gently tugs on his sheets.

"Come on, Peter, get up! I need to leave for the shelter,"

Peter still doesn't move, May tries to wake him up but gets no response. She leaves the house in a rush for her charity work.

* * *

Peter sleeps all day. When May returns from her work at the local shelter, she enters the house and calls,

"Peter, Peter, are you still here?"

She has a quick look around but can't see anything.

_He must have gone to school _

May places her bag down and goes upstairs to get changed. As she passes Peter's room she notices that Peter is in fact still home and still in bed. She knocks on the door softly, pushing it open.

"Peter, are you alright?"

May asks in a quivering tone. Her thoughts begin to race with morbid possibilities. She gently taps Peter on the shoulder.

"Peter, are you awake?"

May looks closer and can see beads of sweat dripping off Peter's face. She places her hand on his forehead and can feel that he has a fever. May now begins to panic, She hurries out of the room, downstairs to the house phone and calls Ben.

"Ben, Ben you need to come home quick! Peter is sick, he has a fever and didn't wake up at all today!"

"Calm down May, what exactly wrong is with him?"

"He's sick Ben! He's really sick and we need to take him to the hospital!"

"Ok May, I'll come home now, we're pretty much finished here anyway."

When Ben arrives home, May is upstairs with a cold face washer, trying to get Peter's temperature down. Ben walks into the room,

"How is he, May?"

"He's really burning up, He's going through hot and cold spells."

"Maybe it's the flu," Ben suggests.

May turns around and gives Ben a look of disgust.

"It's not the flu! People don't sleep for 24 hours if they have the flu." she growls.

Ben walks over and places his hand on Peter's cheek, he feels how hot Peter is and then looks at May with concern.

"I think you're right; he's really warm."

"We need to call an ambulance now and get him to hospital!"

"May, we don't have health insurance. We can't afford it. I'll drive him to emergency"

Ben heads downstairs to get the car ready. May begins helping Peter out of bed. Suddenly, Peter opens his eyes.

"Peter, you're awake! How are you feeling?"

Peter looks around slowly; his vision is blurred, his head pounding.

"I don't feel so well," he responds.

May brings Peter a pair of pants. He puts them on and through blurry eyes can see the outline of a large red spot on his leg with purple-colored veins and arteries fanning out from it. Aunt May puts his shoes on as Ben returns; they both place one of Peter's arms over their shoulder and help walk him down the stairs and into the car.

**Parkway Hosp****ital**

* * *

When they arrive at Parkway Hospital, May and Ben takes Peter to the waiting foyer and sit him down. May speaks to the receptionist.

"My boy is very sick; he needs to see someone immediately!"

"What are his symptoms?" asks the receptionist in a monotone voice showing total disinterest.

"He's got a severe fever, he's slept all day and wouldn't wake up and he's had hot and cold spells," replies May frantically.

"Ok Ma'am, I'll place him on the waiting list and a doctor will be out to see him."

"But my Peter is really sick! He needs to see someone now!" May pleads.

"Everyone's child is sick. I'm sorry, but you'll have to wait, Next, please!" the receptionist looks past May and points to the next person in line.

* * *

May and Ben sit with Peter, waiting for many hours. Peter passes in and out of consciousness.

Aunt May complains to Ben,

"This is taking too long, sick people shouldn't be treated like this!"

"No one should be treated like this,' a disgruntled Ben agrees,

"But we can't afford private health insurance, so there's nothing we can do about it."

When Peter's number is called out, May and Ben help him stagger through the doors and onto a spare bed. A doctor examines Peter, looking in his ears and throat, taking his temperature, listening to his heartbeat.

"Your boy has a cold, probably the flu considering his temperature,"

"Give him some antibiotics and he'll be fine in a few days."

The Doctor begins writing out a prescription,

"But the flu wouldn't do this to him; it's much more severe than the flu! He's barely awake" pleads May.

The doctor looks at May with disdain.

"I'm the one with a doctorate" he points to the plaque on the wall,

"If I say it's the flu, then it's the flu. All his vitals are strong, so there should be nothing to worry about. Now please take this prescription to reception. I have other patients waiting."

Aunt May and Uncle Ben begrudgingly take Peter home purchasing his antibiotics on the way.

**Peter's house**

* * *

Peter slips in and out of consciousness over the next 2 days, only staying awake for long enough to take his pills and water.

On Friday morning Peter finally wakes up; he sits up on his bed rubs his eyes and scratches his head.

Peter gets out of bed and yawns; he reaches for his glasses on the bed side table and puts them on. He looks around the room and realizes his vision is blurry. He takes the glasses off, puts them on the table and now examines the room with perfect vision.

_M__y vision has improved, I feel great. _

Peter walks over to the closet to take out his school shirt. As he opens his cupboard doors they fling open as opposed to his normal routine of struggling to force them open.

_Whoa, I feel strong, really strong, I wonder…_

Peter turns around and looks in the mirror. He takes off his shirt to reveal … his same old scrawny body. Peter is slightly disappointed.

_Well a kid can dream_.

As Peter walks down the stairs, his Uncle and Aunty greet him with broad smiles on their faces.

"Peter, you're awake! How do you feel?" asks Uncle Ben.

Aunt May runs up to Peter and gives him a big hug.

"We were so worried about you Peter! You gave us such a scare."

"Worried about me? Why would you be worried about me?" asks Peter puzzled.

His uncle frowns,

"You were out of action for three days Peter! We had to take you to hospital!"

Peter is stunned, "Three days?! What was wrong with me?"

Aunt May immediately crosses her arms and frowns.

"The doctor said it was the flu; he gave us antibiotics" explains Ben.

"Antibiotics, antibiotics! That's all they say these days, everything's the flu." Aunt May chimes in.

"Ok, Ok May, no need to get angry again. Peter's better now and that's the main thing."

May gives Ben a grimaced smile, Peter looks at them both astonished,

"I was asleep for three days?" he repeats.

"I had some weird dreams about hospitals, pills and spiders, but I thought it was just a dream!"

Uncle Ben smiles,

"Sounds like a good night out in the 60's to me."

Ben and Peter laugh at Ben's joke, May smiles just slightly.

"Let's get you some breakfast. You must be hungry?" Aunt May asks Peter.

"I'm starving," he responds.

May proceeds to cook up breakfast which Peter devours, he then moves on to the fridge eating anything he can.

Peter goes back upstairs to finish getting ready for school. As he sits down to put his socks on he remembers seeing a large red mark on his leg, he pulls up his trouser leg to examine the red mark. He looks closely at it but all he can see is marks less that a millimeter apart. Peter is reminded of Dr. Connors words,

"These animals have all undergone genetic recombination in order to make them superior to all other."

He recalls the bite from the lab and a flash of images of spiders from his dreams. Peter snaps out of his daydreaming and goes downstairs. As he's leaving he sees some flowers and a card on the hallway table. He asks Aunt May,

"Who are these flowers for?"

"They're for you Peter, she replies,

"Your friend from the Science Academy came to visit you, Harry, he seems like a very nice young man."

Peter reads the card,

_Get well soon buddy, Harry_.

Peter smiles and thinks

_I might actually have a friend._

**Midtown High**

* * *

Peter arrives at school and walks up the hallway to his locker and takes out his gym bag. As he does so, students around him move away from him, holding their hand over their mouths, pretending to avoid Peter's sickness. Peter shakes his head in disbelief_._

_So me being sick is the new big joke of the school how pathetic._

Flash walks past Peter and glares at him.

"I'd give you your daily dose of pounding, but I might catch freak off you,"

Peter stands silent as Flash and his friends walk off. Peter looks confused as they didn't actually try and beat him up.

_Flash didn't beat me up, that's weird_.

Peter heads down the corridor to class where he sees Gwen, MJ and Liz leaning against their lockers talking.

"Hey Peter, how are you feeling?".

Peter looks around surprised,

"Ah yeah feeling better now, thanks."

"You were gone for like a week, what was wrong with you? Gwen asks.

"Ah, I was just ah…"

Peter loses his nerve and struggles to get the words out.

"Flu," he finally says after a few awkward moments.

Peter's awkward reaction makes the girls awkward who walk off without saying goodbye.

Peter stands on the spot shaking his head_, _

_What's wrong with you Peter? Just get the words out._

As Peter berates himself, a girl from his year level approaches him timidly.

"Hi Peter, I hope you're feeling better!" she says.

Peter looks at her and smiles,

"Oh hey Jessica, thanks yeah, I'm feeling much better."

There is a moment of silence between the two as neither knows what to say next.

"Well I've gotta go to gym, see you later," Peter tells her as he jogs off.

Jessica stands there watching Peter leave and thinks to herself_, _

_What's wrong with you Jessica? Just get the words out._

**Midtown High Gymnasium**

* * *

In the gymnasium, Peter stands at the back of the class; Flash stands at the front with the gym teacher. The teacher, Mr. Rusden, is an ex-quarterback and hero of the school. He is broad-shouldered, but years of drinking beer and reminiscing of "the old days" have made his stomach just as broad.

"Ok everybody, before we get started, I'd just like to say that I'm super excited about the upcoming football season."

The gathered students clap with excitement

"Trials will begin in a few weeks, and I'm sure that we have the talent this year to go all the way, am I right Flash?"

He holds up Flash's arm, and the students clapping and whistling raises to an even higher level. Flash smiles from ear to ear, holding up his other hand in appreciation of their applause. Peter does not clap, but stands a few meters behind the rest of the crowd.

_The guy can throw a ball and he's a hero. I'm working on scientific breakthroughs that could transform modern society and I'm a freak._

Peter looks across and sees Gwen standing with MJ near the back of the crowd, neither of them clapping.

"All right, everyone! Now let's get the class started with some dodge ball!" Mr. Rusden shouts.

As teams are selected Flash ends up with his friends Seymour and Sean on his team, as normally happens, with Peter on the opposing team, as normally happens.

Flash slowly walks over to his team and as he passes Peter he grins deviously,

"You're gonna get it Parker".

The game starts and Flash and his friends begin picking off all of Peter's team as expected, but Peter finds that his reflexes are hypersensitive. He easily avoids all the balls thrown at him, it's almost as if the balls are moving in slow motion. The rest of Peter's teammates are knocked out along with Flash's team.

Eventually only Flash, Sean and Seymour are left on one team and only Peter remains on the other. Mr. Rusden laughs,

"Time to finish it off" he yells.

Flash turns toward the teacher, smiles and nods in agreement. Then, without looking, throws the ball directly at Peter. The ball is slightly to the right of Peter who easily moves to the side to avoid it. The other two boys then throw their balls at Peter, but Peter ducks the first one and jumps over the second.

Peter then stands in the middle of the court, all the balls behind him. Peter picks up two of the balls and bounces them on the floor walking up to the halfway line. Peter has a new confidence about him, the way he walks, the way he holds his head high. Peter looks directly at Flash and lines him up with the two balls in hand. Flash bounces up and down on his toes ready to duck and weave.

Peter winds up his right arm and throws the ball.

Instead of at Flash, the ball flies directly to an unsuspecting Seymour, hitting him in the knee, catching him flatfooted. Peter then instantly turns to face Sean and throws the other ball at him left-handed.

Sean tries to jump, but is hit in the legs and falls over from the force of the throw. The class goes into hysterics falling over each other at the scene of puny Peter Parker taking out two of the Football team stars.

Both boys leave the court hesitantly, embarrassed and angry.

Lastly, Peter faces off against Flash, who picks up the two balls and begins taunting Peter.

"You've been lucky Parker, but now you're gonna cop it."

Flash throws the first ball, which is slightly off target and Peter barely has to move to avoid it. The second, which immediately follows, is headed directly for Peter's head. Peter watches the ball and calmly moves his head out of the way at the last second.

Flash's anger boils over, he stamps his foot on the ground and clenches his fist.

Peter picks up two of the balls and approaches the midway point again.

"Now Flash, are you ready?"

Fear suddenly washes over Flash's face.

Peter throws the first ball, it travels relatively slowly and Flash skips to the side, as he does Peter immediately throws the other ball in that direction.

Flash is in mid flight when the ball is thrown; he tries to get out of the way, wriggling and squirming like a fish on a hook, but he can't move fast enough and the ball hits him square in the groin. Flash collapses on the floor in pain and Peter smiles broadly, holding up his hands in victory. Nobody else joins in Peter's celebrations.

Sean and Seymour immediately run at Peter with violence in their eyes.

"It's just a game guys, come on" Peter pleads.

The two boys close in on Peter who backs away slowly, they begin throwing punches but as they do Peter feels a strange sensation ringing in his head and adrenaline suddenly surging through his body. Peter has never felt this before but immediately feels imminent danger.

As the boys throw punches at him, strangely Peter can sense them as they approach. Some of them hit him, but he doesn't really feel the pain. Everything feels like it is happening in slow motion and he then begins moving his head and body, avoiding the blows, just like in dodge ball.

The boys try to grab at him and hold him down but he continues to move and avoid their clutching hands, up until he notices Gwen in the background watching him.

He suddenly loses his concentration at which point Sean grabs him. Mr. Rusden intervenes,

"Ok, you've had your fun boys,"

Mr. Rusden looks directly at Peter

"Get back into line and stop being such a girl Parker."

The class brakes up into groups for separate activities, Gwen and MJ stand in the middle of the gymnasium, assigned to the same group as Peter.

As Peter approaches the girls he thinks to himself,

_Ok Peter, this is the time, go up and talk to her, she talked to you last time it'll be ok…._

"Hi Gwen" he utters.

"Hi Parker,' she replies, 'Are you all right? They weren't too rough on you were they?"

"Nah, it's all right" he responds, but then finds himself stuck for words.

MJ breaks the silence,

"Hey Parker, congrats on winning dodge ball, you must be happy?"

Flash stands up, finally recovering from his "injury". He notices Peter talking to Gwen and shakes his head in disbelief and anger. He picks up a ball and throws it at Peter.

As Peter speaks to MJ about his dodge ball win, he again feels a sensation of danger and ducks. The ball sails past his head and hits Gwen square in the face knocking her to the ground.

Gwen lies on the floor covering her face in pain. MJ immediately goes to her aid.

"Sorry Gwen, I didn't realize," Peter apologizes to Gwen.

Flash approaches Peter from behind, grabs him by the arms and spins him around.

"What's wrong with you freak? Why did you move?"

"Why? Why did I move?" Peter says in a panic,

He quickly regains his bearing and confidence,

"Why do you think, Neanderthal?"

Peter stares directly into Flash's eyes, which are wide and bloodshot, anger has boiled over and it takes both Sean and Seymour to restrain him.

"What did you call me, freak?" Flash screams at Peter.

Mr. Rusden tells both boys to cool it off and they are separated for the rest of the class, and don't cross paths for the rest of the day.

**Oscorp Tower**

* * *

That afternoon at the Science Academy, Peter and Harry sit at their workstation. Peter tells Harry about his day and boasts how he beat Flash at dodge ball.

"There were three of them, including Flash and somehow I could sense when the balls were coming and got out the way." Peter's pride is glowing through his explanations and ear-to-ear grin.

"Then I took all three of them out, leaving Flash for last - it was awesome, in front of everyone too!"

Harry is delighted by Peter's story, he hangs on every word.

"Awesome Pete, you really showed them".

"After that, Flash threw a ball at me…. I was standing next to Gwen,"

Peter looks across at Gwen at her workstation, Harry looks across as well.

"And then?"

"So, as the ball was flying towards me, I had like a premonition that something bad was about to happen, so I ducked and then…" Peter pauses.

Harry is nearly falling off his stool, waiting with baited breath.

"And then what happened?",

Peter looks across sheepishly, with a slight smile,

"Then it hit Gwen directly in the face!"

Harry bursts out laughing. Peter smiles to himself as other members of the class look around at them. Dr. Connors turns around from helping a pair of students, crosses his arm with disapproval. The two boys quickly look down and get back to their work, whilst trying to keep from exploding into laughter.

After a few minutes Harry then asks,

"So what happened next?"

"Nothing, Flash saw me talking to Gwen, he's really angry and will probably beat me up tomorrow!"

Harry shakes his head

"Pete, this can't go on, you've got to do something about this!"

"What can I do? The teachers don't care; he's the school captain! I stood up to him, but he's still coming after me".

Harry is silent, contemplating what Peter has told him.

"I know what you mean Pete. I used to get bullied at school, being the son of Norman Osborn. All the kids were jealous and they didn't want to know me."

"What did you do?" asks Peter.

"I got my father to buy all their parents' companies and then sack them all!".

Peter is astonished,

"Really?"

"No, not really, I just learned to use my brain more than my brawn,"

"So, how did you outsmart them?" asks Peter.

"Well…" Harry hesitates

"Actually, that didn't really work, so I took up martial arts and broke a kid's nose."

"I told you a right hook is the best way to get the message across." Harry finishes.

Both boys laugh until Dr. Connors glares at both of them,

"Shhhhh, back to work boys" he growls.

At the end of the class as all the students leave, Dr. Connors calls Peter and Harry into his office. The boys sit across from Dr. Connors who looks extremely annoyed.

"You two are in a lot of trouble. Last week one of your subjects went missing from its enclosure."

"These subjects are worth a lot of money, each of those spiders has been a 1/100 survivor of all test subjects. It has undergone hundreds of hours of trans-genetic DNA recombination, radiation treatment and generational breeding, all resulting in this perfect specimen…"

Dr. Connors pauses for a moment … and you boys forgot to close the enclosure door!"

Harry replies

"I'm really sorry Dr. Connors. It was my fault. I was feeding the spiders when Pete fell sick. I went to help him and …"

"I'm not interested in your excuses Mr. Osborn," Dr. Connors interrupts,

"What I want you to understand is that these creatures are very expensive, very important to science, and are also very dangerous. We have no idea what would happen if one was let out."

"We're very sorry Dr. Connors, we promise that nothing like this will happen again" Harry says apologetically.

"Yes sir, we're very sorry," adds Peter with a quivering voice.

Connors frowns as he stares at Harry; wrinkles cover his forehead showing his frustration. Harry stares back at Dr. Connors intensely with confidence, not showing any sign of weakness or fear.

"Very well, I hope you've both learnt your lesson. Make sure it doesn't happen again!" Connors finally concedes.

The boys get up and leave the office, as they do Connors mutters to himself

"Bloody Osborn."

The boys arrive at the elevator and look back ensuring no one is around.

"I can't believe how well you handled that Harry, you really saved our backsides" Peter says with relief.

"Of course Peter, we're friends - we look after each other"

Harry tells Peter, putting a hand on his shoulder,

"Plus considering my dad pays the bills for these expensive spiders, I can get away with more than most" Harry says with a cheeky smile.

As the two boys travel down in the elevator Peter begins thinking about the pain he felt at his last science class, the sickness he went through and the dreams of spiders he had.

Peter suddenly turns white with fear.

_That spider bit me and I killed it._

"Hey Harry, there's something I need to tell you."

"Sure, anything buddy."

Peter squirms uncomfortably on the spot,

"Um, well you know that missing spider, from the enclosure?"

"Yeah, what about it Pete?"

"The spider it... it… was from my side of the lab, I think I might have left it open." Peter says with great difficulty.

Harry smiles at Peter,

"I know Pete, but that's not important. Like I said, friends look after each other, always!"

Relief washes over Peter as his guilt fades. Peter puts out his hand, and Harry shakes it.

"Thanks Harry, you're a really good friend," Peter tells him with sincerity.

As the boys leave the elevator and enter the foyer Harry says,

"So, about your bully problem … I'm thinking you should come do martial arts with me, to learn how to protect yourself."

Peter looks at him with an awkward grin, "I'm not really built for martial arts, I don't think I'd do that well!"

Harry looks at him and laughs,

"That's exactly why you'll do well! You don't need to be big and strong; it's all about skill, using their strength and power against them, and chi and all this other stuff as well."

Peter's eyes begin to light up, as he imagines the possibility of him taking on Flash and winning.

"There you go Pete, I can see belief creeping into your eyes",

"I've got a class on tonight, like right now, you should come too!"

Peter is hesitant, "I can't really afford it, and my Uncle hasn't got much work lately".

"Stop with that" interrupts Harry,

"The first two lessons are free. At least try it for two lessons, and we'll see what we can do!"

Peter smiles again and thinks for a few seconds and then agrees, "Ok, let's do it, as long as my Aunt May agrees!"

Peter gives his Aunt May a quick call letting her know that he is going to a martial arts class with Harry Osborn.

"Martial arts? Oh, I don't like the sounds of that, it sounds dangerous and expensive," Aunt May replies.

"The first two lessons are free and it's just a trial. It's just a way for me to get fit and strong," Peter explains.

Aunt May is still doubtful but Uncle Ben interrupts, "Leave it alone May, it'll be good for the boy… Go Peter, it's all right, we'll see you later"

Aunt May tries to get Ben to be quiet, but finally agrees. "Ok Peter, you can try it out. But if you get hurt I'm stopping it right away!" she proclaims.

"Ok Aunt May, thanks," Peter replies as he hangs up the phone.

The two make their way to Harry's chauffeured limo when Gwen approaches.

"Hi Harry, Hi Peter, what are you guys up to?"

Peter goes quiet, but Harry replies,

"Hi Gwen, we're good, how's the face?" Peter has a small grin and Gwen becomes embarrassed.

"It's ok, it was just a soft ball." She says tentatively, whilst glaring at Peter.

"That Flash guy sounds like a real jerk. I can't believe he threw that ball at you!"

"Um, yeah he is a bit of a jerk, I used to go out with him but we split up."

Harry smiles, "That sounds like a good idea; you should probably find someone who's more at your level, intellectually, that is"

Gwen looks at Harry with a welcomes surprise, and flicks her hair back, staring at Harry with her big blue eyes.

"Peter Parker is single, and one of the best people I know, a good friend of mine, maybe you should go out with him?" Harry tells her.

Gwen freezes, stuck for words, Peter gasps with horror and looks at Harry.

"Wha wha what are you doing?" Peter stutters.

"Ok, anyway we need to get to our class, good to see you Gwen," Harry says as he walks off pulling Peter by the arm.

Gwen is still standing there stunned as the boys enter the limousine.

"That went well," Harry tells a stunned Peter in the back seat.

"How did that go well?" Peter asks.

"Well, I've put the thought in her mind about going out with you."

Peter looks at him blankly.

"I saw it in a TV documentary called _Inception_. You put a little thought in someone's head and then it grows until it's all they think about." Harry explains.

"_Inception?_ _Inception_, Harry? That's not a documentary, it's a movie!" Peter tells him.

"Same thing, Pete. It'll work trust me." Harry tells him as the limousine takes off for the Mid City Martial Arts Hall.

**Mid City Martial Arts Hall**

* * *

The two boys enter the dojo and sit down to watch and listen to the class. The sensei is an elderly man, who looks like he's in his seventies, slightly hunched with a wrinkled face, though his physique is solid and muscular, like a man in his forties. The sensei speaks about energy and chi, how to channel it, make it work to your advantage and how to avoid confrontation.

Peter looks at Harry with confusion and whispers,

"What does this have to do with self defense? When do we learn fighting?"

"The fighting comes later," Harry replies, "First you have to learn how _not _to fight; that is the best strategy."

The first technique they learn is avoidance of attacks and grappling. Peter struggles at first to perform the technique and break his opponents grip, but as he starts getting an understanding of the technique it becomes easy for him and he finds he is stronger than all his opponents.

Peter begins to get a little cocky; he loses concentration on what the sensei has instructed and begins performing the techniques incorrectly. The sensei stands with Peter and explains the techniques to him again, but Peter doesn't pay attention.

"You are doing wrong, you must watch and learn!" the sensei says.

"I'm doing it right, they can't beat me!" replies Peter.

The class turns silent; no one has spoken to the sensei like that before. Even Harry backs away from the two of them.

"Everyone sit," the sensei instructs

All of the class sits immediately, cross-legged where they stand.

The sensei brings Peter into the middle of the room and instructs Peter to show everyone how to perform a particular technique.

The sensei orders Peter to try this move on him. Peter becomes uncomfortable and tentatively grabs the sensei as instructed.

The sensei gives him a little smile, and then suddenly grabs his arms. Peter tries to struggle out, but even with his newfound strength, he can't get free and the sensei pulls him onto the ground.

"Technique is everything," the sensei says to him.

The sensei holds out his arms. Peter reaches out and takes his arms. The two line up again and Peter takes the sensei in the hold again, the sensei looks him in the eyes and asks,

"Ready?"

Before Peter can reply, the Sensei breaks his hold and flips Peter over his waist, onto the ground and delivers a simulated killer blow to the face. Peter, lying flat on his back is astonished. The sensei helps him up.

"Technique is everything," he repeats.

Peter returns to the class, red-faced and embarrassed. For the rest of the class he concentrates and learns the techniques.

As Peter and Harry prepare to leave the class, the sensei approaches Peter and quietly says,

"You did very well, learn quick, good student."

Peter smiles warmly to him,

"Thank you sensei, I apologize for my rudeness before."

"All young boys the same," the sensei chuckles to himself as he walks away.

"What did you think?" Harry asks as they leave the dojo.

Peter smiles broadly,

"I liked it! How that old man took me out was amazing. Imagine if I did that to Flash!"

Harry laughs and pats him on the shoulder, "That's great Pete, I'm sure I can get you a good deal if you want to sign up full time."

"Sounds good Harry, though I'll need to run it pass my Aunt first," Peter replies.

"Don't worry Pete, maybe I can speak with her. I have a way with people," Harry suggests with a little wink.

The boys leave the center and walk down the street to the Limousine, Harry stops to buy a bottle of water at a street vendor,

"Hey Pete do you want a water?"

"Sure Harry thanks" Peter replies.

Peter stops walking but Harry tells him

"I'll catch up, you don't need to wait for me"

Peter begins walking down the street; he walks through a construction site, under some scaffolding. As Peter emerges from the other side a part of the scaffolding breaks loose and falls above Peter. Harry looks down from the street from the vendor and yells.

"Peter!"

Peter does not hear but suddenly gets a feeling sweep over his body, adrenaline courses through his veins and his head begins buzzing with the feeling of imminent danger. Peter instinctively jumps sailing through the air. The scaffolding crashes into the pavement. Peter flips forward through the air and lands flat on his face. Harry runs up to Peter.

"Are you alright Pete?"

Peter gets up; he has a few abrasions on his face and a swollen cheek but replies.

"Yeah I'm ok, what happened?"

Harry looks at him with amazement.

"That scaffolding fell down and nearly killed you, you jumped out of the way and missed it completely, how did you do that?"

Peter looks around confused and dazed, the street vendor runs up and asks,

"Are you all right kid, how did you do that?"

Harry helps Peter up and whisks him away ignoring the vendor on the way to the limo. The boys sit in the back silent, contemplating what just happened as they are driven home.

**Peter's house, Forrest Hills**

* * *

When they arrive at Peter's house, Aunt May is horrified when she sees the marks on Peter's face.

"I knew this martial arts business was bad news!" she says.

"Actually as we walked to the car some scaffolding fell off a building site and nearly hit Peter. He's lucky to be alive, but I made sure we got him safely home," Harry explains.

Aunt May's face freezes in horror, she stares at Peter and a tear falls from her eye as she considers what might have been. Without warning she rushes over to Peter and gives him a big hug.

Harry looks across somewhat awkwardly, he isn't used to family showing affection to each other.

"Aunt May!" Peter says uncomfortable.

"Alright Peter, a hug is nothing to be embarrassed about," May tells him as she looks and smiles at Harry.

"Hi Mrs. Parker," Harry greets Aunt May.

"Hello Harry, nice to see you again. I hope Peter wasn't any trouble"

"No, not at all, it's great having a friend at Science Academy and at self defense classes."

Aunt May starts to frown at the mention of self-defense classes.

"I'm not so sure about these classes. I don't want my boy getting hurt or in any trouble!"

Uncle Ben appears behind her,

"I think it'll be good for the boy May, at least let him do the free classes"

"Actually Mr. Parker, I can do one better," Harry interjects,

"I've arranged for Peter to get free lessons for the whole year."

Ben and Peter's faces light up at this prospect, May however is still frowning, unconvinced.

"Mrs. Parker, I believe the best thing for Peter is to learn how to defend himself. If it's a bully form school or a mugger on the subway, Peter needs these classes to stay safe, without them he'll always be in danger"

Harry tells May with a calming yet authoritative tone. He makes it sound like the only alternative, that it's the right thing to do.

"Ok Harry Osborn, you've twisted my arm," May says with a grin.

"Would you like to stay for dinner?" she continues,

"I've cooked up plenty, more than enough for us all, even your chauffeur!"

"Thank you Mrs Parker, but I have dinner waiting for me at home. I would be delighted to join you for dinner next time." Harry says with a warm smile.

Harry says goodbye and returns back to his limousine and to his apartment.

**Harry's Apartment, Mid town New York**

* * *

When Harry gets home, he takes the elevator to his floor. Harry's room is really an entire apartment of its own. He has a lounge room with U shaped leather cough in front of a wall mounted, state of the are flat TV screen. To his left is floor to roof windows overlooking New York, to the other a kitchen with doors to a bathroom, walk in wardrobe and bedroom.

Harry calls on the intercom to the head butler.

"Is my father home for dinner tonight?" he asks.

"I'm sorry sir, he has been caught up with work today. Your dinner is in the fridge waiting for you." the butler replies.

Harry's face drops,

"So much for our Father-son dinner - that's what 10 in a row he's missed now, What did I expect?" he mutters.

Harry takes his meal from the fridge and sits down in front of his large screen TV and turns on the news. The lead article is Tony Stark's announcement regarding Ironman. Harry watches as Tony firstly denies knowledge of Ironman; then dramatically announces to the world that heis Ironman. Harry laughs in hysterics,

"Well, that's gonna piss off dad."

He then changes the channel over and begins watching a documentary - _True UFO Conspiracies Uncovered_.

"UFO's! Cool," says Harry as he sits back in his lounge chair eating dinner alone in the dark.


	4. The power you take

**Midtown High**

* * *

Walking towards the main entrance of Midtown High, Peter Parker feels an ominous aura surrounding the school. Students stop and stare as he approaches, the silence is broken only by whispers and giggles. As Peter enters the main doors and walks up to his locker, a realization washes over him.

_I really pissed off Flash last week. That's what's going on. I totally forgot._

As Peter opens his locker there is near silence, he can only hear whispers and murmurs, then footsteps. The footsteps get louder as they approach, then they stop on the other side of his locker door. Peter stops gathering his books, leans back and peers around the locker door, and as he does,

BANG!

The locker door is slammed shut and Flash's imposing frame stands behind it.

"Hey, Flash."

"Are you being smart?" Flash asks.

"Flash, I told you last time," Peter stops and thinks, "or was it the time before that? I'm not afraid of you, and I'm not gonna be pushed around anymore!"

The crowd's whispers get louder, excitement builds and Flash glances around,

_Now I've gotta show them I'm still the man, still respected._

Without warning, Flash throws a right hook at Peter, who ducks as Flash's fist crashes into the metal locker. Flash pulls his hand back and shakes it violently in pain.

Peter takes a step back and grins at Flash who immediately leaps towards Peter, grabbing his shirt by the scruff of the neck. As he does Peter grabs Flash's hands, and spins around on the spot, throwing him into the lockers. Flash's face slams into the lockers and bounces off.

Slightly dazed, Flash lets go of Peter's shirt in an attempt to regain his bearings. The crowd of students are in disbelief and shock. Gwen stares with amazement, her hand over her mouth. Peter notices her staring and smiles at her.

_Awesome, Maybe now she'll see me differently. Now I have the brains and the brawn!_

Peter then notices fear wash over Gwen's face suddenly. Peter turns around to see Flash moving toward him. Peter tries to move, but Flash is upon him too quickly and the two boys crash onto the ground. All of Flash's weight falls on top of Peter and knocks the wind out of him.

Flash holds Peter down with his left hand and beats down on him with his right. Peter holds his hands up to defend himself, blocking Flash's attacks and sucking air back into his lungs. Peter quickly recovers and pushes Flash off him. As Flash attempts to get up, Peter quickly gets to his feet and grabs him in a headlock. Flash struggles to break free, grabbing Peter's arm trying to pry it loose.

Suddenly through the crowd the vice principal, Mr. Daniels, emerges.

"Enough, you two!".

The crowd scramble off to class. Peter looks up and on seeing Mr. Daniels lets go of Flash. Both boys stand silently.

"Both of you, my office now!" Mr. Daniels demands.

In his office Mr. Daniels sits the boys down and proceeds to lecture them about how violence is never the answer to solving disagreements. Peter pleads his case, that Flash attacked him and he was only defending himself. Flash however counters, saying Peter attacked him, pointing to his head where a large bruise is already starting to show.

"Mr. Parker, Mr. Thompson, you are both suspended for three days, starting immediately for the offence of fighting."

_What will Aunt May and Uncle Ben think of me, I'm so in trouble. _Peter's head drops in disappointment as he leaves the office. 

**Peter Parkers house**

* * *

Peter trudges up the path, head hung low, looking at the ground. As he opens the front door, he sees May sitting in the kitchen having a cup of tea.

"Peter, why are you home so early?" she asks.

Peter doesn't raise his head and mumbles, "I was suspended from school."

"Suspended? Suspended!" May yells in shock, "Peter Benjamin Parker, I can't believe what I'm hearing. What have you been doing?"

Peter looks up at her with shame.

"It wasn't my fault! I got into a fight!"

"One class of martial arts and you're fighting? Well, that's the end of that! Go to your room; I'm calling your uncle."

Peter goes to his room and lies on his bed, staring at the ceiling, contemplating what has happened.

_I didn't do anything, he attacked me and I got suspended! It's just not fair._

When Uncle Ben arrives home from work he knocks on Peter's door and finds Peter still laying on his bed, arms crossed, staring at the ceiling.

"So Pete, I heard you got into a fight today. Was it with that Flash boy?"

Peter uncrosses his arms, sits up and answers,

"Yeah, he attacked me again, but I fought back like you said! Then we both got suspended! It's not fair!"

Ben looks at Peter and smirks, "Did you at least get him a good one?" as he motions an uppercut.

Peter's frown breaks as he begins to smile,

"Yeah, I ducked a punch and he hit the locker, and then I got him in a headlock. Everyone was like Oh My God, especially Flash!"

"Good boy Peter, you stood up to that bully, I'm proud of you." Uncle Ben reassures him.

"That Flash boy will think twice about picking on you again, and so will any other boy."

Peter now fills with confidence and pride, his smile becomes broad and his head rises high with self-belief.

"Now Peter, since you have a few days around the house, I'll need you to help me out with a few chores. Your Aunt will expect a punishment."

Ben writes up a list of chores to perform, Peter reluctantly takes them and smiles,

"Thanks Uncle, you always help make things seem better."

Ben walks out with a little strut, "It's what I do," he jovially quips back as he shuts the door.

Peter sits in his room alone and pulls out his phone and messages Harry.

_[Just got suspended, got into a fight with Flash, used some moves and kicked his ass]_

Immediately the phone rings, Harry is on the other end.

"Hey Harry".

"Pete, did I read right, you beat up Flash?"

"Ah not quite, we got into a fight, it was pretty even but I got him a few, but I also got suspended".

"That's awesome Pete!" Harry replies excitedly.

"Ha?"

"It's awesome that you gave flash what he deserved!"

"oh cool, anyway what's going on with Tony Stark, things must be crazy at your house now?"

Harry is silent for a moment, "Yeah its pretty big news" he responds, then he is again silent.

"Big news Harry? Only a month after saying that Stark Industries are out of the armament business Tony Stark reveals the most advanced military weapon in the world!"

"Yeah I'm sure both my dad and Justin Hammer will be going crazy" Harry's voice drops as he speaks.

"Haven't you spoken to him about it? Doesn't he discuss these things with you?" Peter asks.

Harry again is silent for a moment "I don't see my dad that often, he's a busy man".

Peter realizes this is a sore point for Harry, "Sorry Harry I didn't mean to push".

"It's cool Pete, I'm guessing that Stark is back in the weapons business, which is bad for OsCorp and HAMMER industries."

"Maybe he's not, maybe he's something more" Peter replies.

"Something more?" Harry asks.

"A hero, a super hero!"

"Ah Pete your funny" Harry quips, "Tony Stark is many things, but a super hero... I don't think so, it's a publicity stunt, he's just showing off his newest toy".

"Fair enough Harry, you're probably right" Peter concedes.

"Ok Pete, I've gotta go, I'll talk to you later".

"Sure Harry, see you then". 

**Harry Osborn's House**

* * *

Harry hangs up the phone as the elevator doors opens on his level. He walks from his room to the main living area and sees his father, Norman Osborn, walking to the kitchen.

Harry follows him and sits at the kitchen bench whilst his father rummages through the fridge for something to eat.

"Hey dad, how's work?"

"Busy as usual" Norman replies without even turning to acknowledge Harry.

"So Iron Man, that can't be good for business!" Harry says pointedly at his father.

Norman now stops looking for food in the fridge; he turns and faces Harry with an annoyed look.

"That is yet to be determined…. Son." Norman replies with contempt, "Stark is not in the arms business anymore, so business is great!"

Harry listens intently. Norman, realizing he has an interested audience continues to explain.

"We already knew about this suit, Stark's stunt will have just focused the military's attention on creating exoskeletons, as opposed to everything else!"

"Do you have an exoskeleton suit?" Harry asks with excitement.

Norman smiles smugly "You know I don't discuss work at home Harry!"

"That's disappointing, I'd hope we have something to compete, I'm sure HAMMER has one!".

Harry attempts to goad his father, but he reacts with anger.

"Harry I'm not that silly, I'm not going to divulge our projects, to impress my under achieving son" Norman replies with venom.

Harry is shocked, his face drops, sadness fills his body and tears fill his eyes.

"Don't be weak Harry, you're just like the rest of them! Guided by your emotions and childish wants and desires." Norman looks at Harry with disgust.

Harry storms out of the kitchen, off to his bedroom.

Norman watches him storm out then returns to the fridge.

The next morning Harry lies in bed, the Osborn's butler enters his room, "Time for school Master Osborn".

"I'm not going!" Harry replies and turns over hiding underneath his sheets.

"Not again Master Osborn, you can't keep missing school!"

Harry sits up, "I can and I will!".

The butler shakes his head "I'll have to notify the school and they'll notify your father!".

"Tell them, as if the great Norman Osborn would take time out of his busy schedule to even take the phone call!" 

**Parker Household**

* * *

Peter tries to sleep in since he is not going to school, but May doesn't let him sleep in, "Peter, Peter wake up!" she yells shaking him.

Peter rubs his eyes and peers up at Aunt May, "Ha, what's going on?" he asks in a croaky voice.

"What's going on? You're not going to stay in bed all day! You're going to get up and do the chores your Uncle gave you last night."

"Ok Aunt May, I'm getting up," he tells her as he sits up out of bed.

"That's better, Peter. Now, I'm heading off to the shelter. Make sure you do everything on that list and no slacking off, do you hear me?"

"Yes Aunt May," Peter replies smiling.

On the list, there are various tasks, including mowing the lawn, moving junk from the yard and cleaning. Peter gets through these tasks quickly then heads inside, sits down on the couch and turns on the TV. As he does he hears the front doorbell ring.

_Who would be visiting the house at this time of day? _

Peter answers the door and finds Harry standing upon the porch.

"Hey Pete, how are the chores going? Need some help?"

"Hey Harry! Thanks, but I'm all done."

"Oh so you're all done ... I guess that means you're free to come out now?" Harry asks with a cheeky grin.

"I don't know Harry, I'm grounded and can't leave the house," Peter hesitates, before adding, "if Aunt May found out…"

"She won't find out Pete! Lets go, maybe we can do another session at Midtown Martial Arts Hall?"

"I'm banned from martial arts Harry, Aunt May said"

"Come on Pete, don't worry about that, she won't find out and you have to be ready for Flash next time"

Peter stands silently, considering Harry's proposal, "Ok Harry," Peter relents, "but we need to be back before my Aunt comes home at 5pm."

Harry jumps up and punches the air, "Yeah Pete! Lets go kick some ass."

**Midtown Martial arts hall**

* * *

Harry arranges Peter to have a personal lesson with the main instructor of the dojo. Peter learns more advanced techniques whilst Harry speaks with the owner of the centre.

Harry gives the owner an envelope with a substantial amount of money, "What I need is a private gym area for myself and my friend to work out alone, and my friend needs to learn how to defend himself!" Harry explains to the owner. The two look over and see Peter practicing throwing techniques and flipping an experienced black belt.

"I think your friend and can look after himself!".

"He's a quick learner, but he's only had one lesson, and I'm worried that the people who want to hurt him aren't going to wait!" Harry replies with concern.

"Ok Harry, we can give him training when ever you want!".

"That's great news, thanks".

As Peter finishes his lesson Harry speaks with him about the deal Harry has agreed.

"Ok Pete, so I've got a deal where you can train at anytime you want with these guys, they're going to show you how to defend yourself against Flash and the other guys."

"Harry no I can't accept that, its too much!" Peter politely declines.

"Pete it's not too much, you're my friend and I'm going to look after you, anyway its already done!"

Peter softens and reluctantly agrees, "OK Harry, I appreciate you looking out for me".

"Cool, we'll train every day while your suspended, before science class, on weekends, all the time." Harry continues with excitement, "We even have our own gym so we can do weights, get ripped for the ladies, for Gwen!"

Peter becomes embarrassed as Harry mentions Gwen, "OK Harry, whatever you say" and the boys leave for home. 

**Subway Station**

* * *

Harry and Peter stand on Peter's platform, waiting for his train. Both boys talk excitedly about the training they are about to start. As they do a man in a hood approaches them and pulls out a knife

"Give me your money kid, and I won't hurt you."

Peter looks across and freezes in fear, he doesn't know what to do.

Harry says to the man, "I think you should leave us alone sir. We've had a big day and we aren't in the mood."

The man looks at them oddly and replies, "I don't care about your day, boy, give me my money."

Peter's train approaches and Harry replies, "Well, actually it's not your money!".

Peter feels a sensation of danger ring though his head.

Without thinking, Peter grabs the man's arms, twists it behind his back and the knife falls to the floor. Harry kicks the knife onto the train tracks in front of the oncoming train. The man squirms in pain as Peter twists his arm harder and harder.

"As I said, really big day, you should probably leave," Harry tells the attacker.

Peter lets go of the man's arm and he quickly scuttles off into the crowd.

"These lessons are really paying off, maybe I should hire you as a bodyguard!" declares Harry, "You're like a ninja!".

Peter stands silently, contemplating what just happened, the train doors open behind him, Peter says goodbye and hops on the train.

Peter stands in the train and still contemplates what just happened.

_What's happening to me, I'm strong, stronger than Flash, my reflexes are off the chart, I'm getting a premonition of danger. How did this happen?_

Peter then comes to the realization of what all these events mean, fear and wonder sweep over him in equal amounts.

_When I was sick, ever since then I've felt these changes, that was just after… The spider bite! The trans-genetic spider must have changed my DNA, made me stronger and better, different._

Peter's thoughts dart back and forth between the possibilities, and possible side affects. As he peers across at the watch of the man standing next to him he sees the time 4:40. His Aunt May will be home soon.

Panic fills Peter and he forgets about the bite; he becomes anxious, tapping his foot urging the train to move quicker. 

**Forest Hills**

* * *

When Peter finally arrives back in Forest Hills, he runs down the street at an inhuman pace. People look at him as he flies past; he crosses a street and jumps clear over benches and fences. He looks back at the obstacles he's just breezed past, then crashes into a line of bins and falls to the ground.

He quickly gets himself up and continues home.

Aunt May is walking down the street coming from the other direction; she is getting close to their house, just around the corner.

Peter jumps over their three-foot fence and charges up the stairs to the front door. He looks at his phone frantically for the time, 4:50_. _

_Just in time_ he thinks to himself.

As Peter pulls out his keys, he fumbles them, trying to get the right key to open the door. Finally he manages to get the right key in and open the door. Just as he does so, Aunt May turns around the corner.

When Aunt May arrives at the front door and enters the house, she looks around. The place looks clean and orderly, no sign of Peter.

"Peter, are you here?" she calls out.

Peter stands in the kitchen, taking out vegetables and placing them on the bench.

"Hey Aunt May, I was just about to start preparing dinner!"

Aunt May smiles, "Oh Peter you're a good boy, I'm glad to see your learning your lesson". Peter has a cheerful grin on his face, which turns a sigh of relief as soon as she leaves the room.

Peter begins cutting up vegetables when he receives a text message

[See you tomorrow! NINJA]

Peter looks down at the text and thinks to himself,

_Maybe I can become a ninja, a hero like Tony Stark, like Iron Man!_


	5. Caught on camera

**Midtown High**

* * *

Peter returns to school, the first day back after his confrontation with Flash. He notices something different … People are actually acknowledging him, some are even saying hello.

_Everyone is being nice to me, people are even saying hello. Could it be that I'm finally getting respect?_

"Hey, Peter," Gwen greets him as he walks past on his way to his first class for the day.

Peter looks up and smiles "Ah, hey Gwen," he replies awkwardly.

"We saw you take out Flash last week, Liz cuts in, "Pretty impressive Parker! Everyone's been talking about it."

Peter blushes and stammers, "I've been doing some … stuff."

The girls look at him strangely.

_Come on Peter, not again, talk to them, what do you have to lose?_

"I've been working out and started martial arts," Peter continues, this time with confidence.

"The heart of a tiger with the moves to back it up! Impressive, Parker!" M.J. quips. She squeezes his arm with her fingers, "Still needs a little work, though!"

The girls leave for class saying goodbye to Peter. He waves at them smiling, but as they turn the corner, he sees Flash in the background, staring intently at him, not moving or blinking. Peter returns his gaze for a few moments and then walks off to class in the other direction.

During lunch that day, Peter sits at a table eating his lunch alone as he often does when Seymour and Sean sit down either side of him. Flash then sits down directly across from him and stares at Peter not saying a word.

"Is there something you want Flash? Round two?"

"You made me look bad the other day Parker," Flash says in a cold tone. "You got me suspended and I can't afford to get in trouble again."

"Before you get started with threatening me again Flash," Peter interrupts, "How about this? We let it go. You stop picking on me and I won't make you look bad in front of the school again."

"You were lucky Parker, next time…" Flash warns.

"Next time Flash, next time?" Peter interrupts, "Next time Flash, you won't get off so lightly."

Flash goes silent in contemplation of what Peter has said and realizes that Peter might be right.

"Well, I'm still Flash Thompson and you're still Peter Parker the freak, just remember that!" Flash growls as he leaves the table followed by his friends.

Peter sits at the table smiling._ I've won, I've actually won, bullies always back down, just like Uncle Ben said._

**Forest Hills**

* * *

After school, Peter meets up with Harry who has been invited over for dinner. As Peter greets Harry he notices a the new scarf he's wearing.

"Hey Harry, what's with the scarf? It's not that cold yet."

"What, you don't like it? Apparently it's the new fashion. I saw it on TV!"

The two boys walk home from school down the main street towards a major intersection lined by two story shops and houses. Just as they approach the intersection. Peter feels a sensation of danger and freezes. Out of the corner of his eye, he sees a car speed through a red light and smash into the side of another car.

The two cars are tangled and a fire burns. People begin running over from every direction whilst Peter and Harry stand back shocked. Then suddenly, there is an explosion and the fire engulfs both cars. The crowd of people back away in panic.

"Someone has to save those people, they're going to die!" yells someone in the crowd.

Peter suddenly breaks out of his trance. Harry is trying to get closer to the cars but the fire is too hot. Peter grabs Harry's arm and pulls him back.

"Give me your scarf!" he commands.

"My scarf, what?"

Peter takes the scarf from Harry and wraps it around his face. He runs towards the smoke and ducks down to avoid the flames flying out of the engine of one of the cars.

Peter looks through the broken window to see a man in the car slumped over the steering wheel. Peter tries to open the door, but it's stuck. He pulls on the handle, but it breaks off.

Peter glances around for something to help him open the door but he can't see anything. He begins coughing, as the scarf is no longer keeping the smoke out of his lungs.

Peter evaluates the frame of the door; the window has been shattered but he sees two areas without glass and grabs on to them. He pulls but it doesn't move. Peter crouches and leans back, he gives the doorframe a huge pull and it comes flying off its frame. Peter falls to the ground backward and flings the door over his head. It skids along the road into the crowd and knocks over an unfortunate spectator.

As Peter lies on the ground, he sees the crowd staring in amazement; some are filming him with their iPhones. He quickly gets up and takes off the man within the car's seat belt, picks him up over his shoulder and carries him to the crowd, laying him on the ground. A member of the crowd pushes his way through, "I'm a doctor, I'll take care of him" he tells Peter.

Peter rests on one knee coughing as someone in the crowd yells, "The other car, there's someone in it!"

Peter gets up and runs around to the other side. He sees a woman banging on the glass and he rushes over and opens the door. It's jammed but Peter opens it relatively easily with his enhanced strength.

Peter pulls the woman out but she's yelling frantically and trying to break free. "No, help, someone help!"

Peter pulls her away from the car as she continues to struggle, "I'm here to help you lady, you're safe!" he tries to reassure her.

"No! My baby, my baby she's still in the car!" she yells with panic in her voice.

Dread sweeps through Peter. Harry comes forward and grabs the woman; holding her back yells to Peter, "Go!"

Peter runs back to the car but it has been crushed between the other car and a light pole. He can see the baby in the back but can't get to it as the power pole is in the way. Peter jumps onto the hood of the car and rips the half -broken back windscreen right off.

The smoke is thick and streams out of the car. Peter coughs violently as he reaches down and fumbles around for the seatbelt. He can't find anyone in the back seat, then notices a bundle of fur cowering in the corner.

_You've got to be kidding me a dog! _

He crawls down into the back seat and reaches for the bundle of fur, as he pulls it out he realizes it's a 40kg English Sheep dog.

_A really big dog!_

Peter feels a sensation of danger buzz through his head. Peter lifts up the dog, holds it in his arms, moves out of the car and jumps off the top of the car, 15 feet in the air. He lands softly on his feet and places the dog on the ground, which immediately jogs off exploring its new surroundings, oblivious to what has just happened.

One person with their iPhone recording the events approaches Peter through the crowd.

"Hey, how did you do that? That was amazing!"

Peter still wearing the scarf around his face, sees the phone and runs off, sprinting down the street at an amazing pace. Harry chases off after him but can barely keep up, losing him down an alleyway.

When Harry finally makes it to the alleyway, he cautiously and quietly calls out, "Peter, hey Peter are you here?"

Peter appears from behind a dumpster looking frightened and visibly shaking.

"Are you alright?" Harry asks.

Peter doesn't respond.

"Are you alright Peter, are you hurt?" Harry implores, "Did you get burnt?"

"No, I'm ok," Peter finally mumbles back.

Harry smiles, "Well that's a relief! Now that you're ok, you really need to tell me what the hell happened back there!"

Peter looks away, his eyes darting around as he tries to think of what to say next.

Harry tries a different tack, "Come on Peter, what's up with taking my scarf? Is it still ok? I hope you didn't get it ruined."

"Ah sorry Harry," Peter pulls off the scarf, which is black with smoke, "It's not burnt, just a little smoky…"

"Oh well, I was never good at fashion anyway," Harry jokingly replies, but his smile soon fades as he poses the real question.

"Peter, how did you do what you did back there? You ripped a car door right off its hinges, you jumped like 15 feet in the air. How did you do that?"

"I'm really not sure Harry," is all Peter can reply.

"Are you an Alien?" Harry asks bluntly.

"Harry, what? No I'm not an Alien," Peter says.

"Are you sure?" Harry raises an eyebrow, "You live with your Aunt and Uncle, maybe your parents were aliens and they sent you here from a dying planet."

"Or maybe your Aunt and Uncle found you? Brought you up as their own?" Harry continues, "I saw that on TV once. Or maybe …."

"It was a spider!" Peter interrupts.

Harry looks at him blankly, "Sorry?"

"I was bitten by a spider … it was… " Peter elaborates tentatively.

Harry is confused; "You were bitten by a spider, are you serious?" he interrupts.

"It was a radioactive spider!" Peter blurts out.

"Oh! A radioactive spider! Of course that all makes sense now!" Harry replies sarcastically, covering his face with his hands.

Peter has a large frown. "The spiders from our class at science academy … the one that escaped, it bit me."

Harry removes his hand from his forehead and looks up. "A spider bite, of course! Those spiders have undergone trans-genetic manipulation and radioactive treatment." Harry's face light up as he continues, "Potentially, the viral DNA polymerase used to combine and alter the spiders DNA could be transferred through a bite and rewrite parts of another species DNA in line with those from the original spider."

Harry catches Peter staring at him in amazement. "What?" he retorts, "I'm not in the Science Academy for my good looks!"

"That's for sure," Peter quips.

"I hope you didn't think I'm only in the Science Academy just because my father pays the bills? I'm the son of a genius remember!" Harry declares.

Peter smiles, "Fair enough Harry, but I think you might be right. The spider DNA must have mixed with my own and now I have spider strength, spider speed and even spider sense!"

Harry looks at him oddly, "Spider sense?"

Peter becomes excited, "Yeah, whenever there is danger around, I get a kind of buzzing sensation in my head, just before it happens, like precognition!"

Harry looks stunned. "You mean you can see the future?"

"I can't see the future, it's more like intuition…. on steroids."

Harry is grinning ear to ear, "That is so cool! I just hope you don't get any side effects."

"Side affects, what side affects?"

"Well, for instance, you could start walking up walls."

"That would be a cool side affect," Peter argues.

"Or you could grow eight arms or even worse, start shooting webs from your ass?" Harry counters.

Peter suddenly turns white, "Do you really think that could happen? Grow extra arms and make webs with my ass?"

Harry shrugs, "Hey you'll probably be alright. It's actually amazing that you survived the spider bite and are actually stronger from it."

Realisation of what would happen to Peter if anyone found out what he could do fills Peter with fear, "You can't tell anyone Harry, we need to keep this a secret. If anyone knew what has happened to me they'd take me to a science lab and cut me into pieces."

"Of course Pete. We'll need to keep it a secret. You can trust me Pete, I'm your friend." Harry assures him, "But …. you might want to think about not doing stuff like this in public again, or at least investing in a balaclava."

**Peter Parker's House**

* * *

Peter and Harry arrive at the Parker residence.

"Hello Harry, it is so nice to have you join us for dinner," May greets him warmly.

"Hi Mr. and Mrs. Parker, thank you for inviting me," Harry replies offering his hand politely to May and Ben.

May shakes Harry's hand and then gives Peter a hug.

"So Harry, ready for the best home-cooked dinner you've ever had?" Peter asks as May gets up to set the table.

"Best home cooked dinner? This will probably be the only home-cooked dinner I've ever had" Harry replies.

Aunt May, on her way to the kitchen, briefly stops and reflects,_ how sad, the boy has never sat down with his family and had a meal._

During dinner, May and Ben take a great interest in Harry, his school and life.

Harry initially is taken aback; they show genuine enthusiasm and congratulate him when he describes science contests he has won, something he never received from his father. He opens up, telling them about the private school he attends, how he is ostracized from most of the other boys because his father is Norman Osborn. He shares stories of travelling with his father to far away countries, meeting politicians and celebrities.

"You've had quite a lucky childhood Harry, most people could only dream to have the experiences you've had" Ben explains with a slight hint of envy.

"Thank you Mr. Parker, though seeing places and meeting people doesn't make you lucky, having people that care about you make you lucky!" Harry explains with a hint of sadness in his voice. "Peter is the lucky one, I see how you treat him, adore him, make him feel special, that's worth more than all the money in the world!"

Ben and May feel a sense of pride as they hear Harry's words. "Can we keep him?" May asks Ben jokingly which brings laughs from the entire group. Harry, as he laughs, feels a small tear fall from the corner of his eye. This is the first time in his life Harry has felt wanted, included, loved.

As Harry leaves he speaks with the Parkers, "Mr. and Mrs. Parker, I must really thank you for dinner tonight. I had a great time and appreciate you making me feel welcome."

May is touched by the warmth and sincerity in Harry's words and fights back the urge to shed a small tear.

"Thank you Harry," Ben replies. "It's been a pleasure having you. Know that there's always a spare seat at our table for you!"

**Midtown High**

* * *

Peter admires a vintage red corvette pull up and into the Midtown High car park. Not many people around here drive such an old style car, especially one in such good condition; it almost looks brand new.

Out of the car steps a man steps out dressed in a black suit and tie, wearing sunglasses, his short auburn hair parted to one side. He walks toward the main building with purpose, not paying attention to his surroundings but instead seems focused on a mission.

Peter walks through the student commons area, past a group of students, including Flash Thompson crowded around a couch watching a video on a macbook. Over their shoulders Peter can see the video footage of him saving the car accident victims. As he looks at the footage closer he notices that he was wearing his school blazer. The students notice this as well and begin excitedly talking about this new hero and who could it be. Flash is the most excited out of the lot.

Peter walks to another couch and looks up the video on his iPhone. He examines the footage, three separate versions, but in none of them is his face visible, but he still feels panicked that somehow his secret is going to get out.

He immediately rings Harry. "I've just been on the Internet, there are at least three videos of …"

Harry cuts him off before he can continue, "Pete, stop right there. We will talk about this in person tonight, just relax."

"But Harry," Peter complains.

"Tonight, Pete." Harry says firmly, "I'll talk to you tonight in person, ok? Trust me."

Peter reluctantly agrees and hangs up the phone.

When Peter gets to his class, there is a new teacher filling in. It is the man he saw arrive in the red corvette earlier that morning. He stands at the front of the class and calmly asks everyone to be quiet. As the class settles down the substitute teacher begins.

"Good morning class, I'm your new substitute teacher, Mr. Smith. I look forward to teaching you English during Mr. Benson's absence."


	6. Strange Alliance

**Peter Parker's house**

* * *

Peter spends the entire day at school fretting and worrying about the video. His paranoia is in overdrive, as he rushes home after school, he examines every car on the street, in the fear that they are following him. Harry visits Peter's house after school and they go straight to his room.

Peter begins speaking frantically, "Harry, I'm on youtube, they've got video of me, I'm gone, they're going to cut me up and…"

"Pete, Pete, Pete, calm down, it's all right. I've checked all the footage and there are no shots of your face!" Harry interrupts. Peter's concern doesn't subside.

"That was actually good thinking using my scarf as a mask!"

"Ah, well actually I only took your scarf to breathe through the smoke" Peter finally responds.

"Oh, well it actually worked out well, they only have footage of your school emblem, so they'll know what school you're at, but not who you are."

"They?" Peter asks curiously.

"Yeah, the Men in black!"

Peter looks dubiously at Harry, "The Men in black, really Harry? I think you've been watching too much TV!".

"Pete, trust me, this is real! There is a secret agency covering up everything from aliens, scientific accidents to the green Sasquatch"

"What's with you and aliens, there's no such thing!"

"It was on TV, about Roswell, trust me there are aliens visiting this planet and the government know about it!"

"and a Green Sasquatch Harry, really?" Peter continues in a dismissive tone.

"Pete, you need to watch out, anything new at school could be them!".

Peter suddenly goes silent, deep in thought.

"Pete, is everything alright?"

"I'm just thinking about what you said, new things at school"

"Has something happened?" Harry asks intently.

"Well I have a new English teacher, and I've noticed a few new maintenance vans and workers around the place today."

"That's them, the Men in black, they're already looking for you!"

Fear engulfs Peter as the realization of what is happening washes over him. "My English teacher wears a black suit, and a tie… No English teacher ever wears a suit, little lone a tie!" Peter looks at Harry with horror.

"What am I going to do? They're going to find me!"

"It's alright Pete, all they know is that you go to Midtown, all you have to do is keep your head down and have a good disguise!"

"A disguise, what disguise could I possibly wear to school?"

"Well maybe you should wear glasses and comb your hair a different way! I saw this guy on TV who did that and it disguised his identity, he was like the most famous person in the world, yet just a pair of glasses and no hair gel, BOOM no one even had a clue who he was!".

"Right Harry, is this another documentary?" Peter sarcastically replies.

"Well it wasn't quite a documentary, it was about someone in the same position as you… except he was an alien… who looked human… and could fly... and… well that's not the point".

"What is the point Harry?"

"You need to look totally opposite to that guy in the video, you need to look weak, you need to be inconspicuous, maybe let Flash and the others beat you up, they'll never suspect you then!"

"Let them bully me Harry? Really? Is that your plan?" Peter's disdain for Harry's suggestion is clear. "This is the first time I've actually stood up to them, and won, the first time I've had people respect me!"

"I understand Pete, but respect isn't worth much if you're being dissected on a table!"

Peter's frustration grows, he clenches his fists knowing that what Harry says is true. "Ok Harry, I get what you're saying, I'll stay under the radar and be the old Peter, it's just not fair!"

"I'm sorry Pete, but it's the only way, plus make sure you take a balaclava everywhere you go!"

"Ha? A balaclava?" Peter asks confused.

"Well if you do feel the need to be a hero just make sure you can hide your face!"

"Ok Harry, will do!"

Peter spends the next week at school laying low, he avoids any confrontations with Flash and his friends, or anything that could spark one, such as speaking with Gwen. 

**Midtown high**

* * *

Liz, M.J. and Gwen stand out the front of Midtown discussing their day and how boring class will be. "Well I'm actually not going to class, I'm going to Gaz's house!" Liz boasts to the girls.

M.J. and Gwen exchange awkward glances. "Is that a great idea Liz?" M.J. asks, "You shouldn't be skipping class, and how well do you know that guy?"

"Yeah, I don't know if this is such a good idea" Gwen joins in.

"Oh you guys, relax, I'll be fine, he's a cool guy!" Liz hesitates, "I just need you guys to cover for me!"

"Ok Liz, we'll cover for you, just be careful!" M.J. responds. Liz thanks the girls and heads off. 

**Gaz's House**

* * *

Liz and Gaz spend the day together at his house and are lounging on the couch when suddenly the front door is kicked in and four men barge in ransacking the house. Gaz tries to get up and grab an item from underneath his couch but two of the men are immediately on top of him, one with a knife at his throat. Liz begins trembling in fear, she peers up to see a man covered in tattoos called razor pointing a pistol directly at her.

Razor turns his gaze to Gaz, "Mr Brownstone I presume?" he asks, "Well its seems you've been a naughty boy, cutting into our territory, selling drugs to our clients and costing us a lot of money!"

"I don't know what you're talking about!" replies Gaz, trembling in fear.

"We know you have been undercutting us on our turf, all we want is what's ours!"

"What's that?" Gaz asks.

"Ten thousand dollars" the gang leader replies with a slight pause "Now!"

Gaz begins shaking his head, "I don't have ten thousand dollars now, I'll need time!"

Razor stares intensely at Gaz in an attempt to see if he's lying. "OK, you have until three o'clock today, but we're taking your girl as insurance, call her phone when you have it!"

"OK, I'll get you the money" Gaz replies, still shaking with fear. The gang leaves with Liz, taking her in their car.

Gaz sits and ponders, _Now do I get them the money and help save Liz or just disappear?_

Without much deliberation he makes his decision, _She was boring anyway, and frigid, time to move on_. 

**Gang house - Richmond Hill**

* * *

Liz is tied up in one of the gang's houses in Richmond Hill. One member of the gang, a solid man with dreadlocks called Crackers, sits and plays video games in the room with Liz. They tie her up and he barely moves his eyes from the screen, "Keep and eye on her, make sure she doesn't move" Razor asks him, Crackers nods his head and takes another puff of his cigarette.

At 3pm Razor sits in the kitchen looking at Liz's phone, the clock ticks to one minute past. Razor clenches his fist and bangs the table, he storms into the room holding Liz, pulls out a knife and holds it to her throat.

"Your boyfriend hasn't come through for you, sorry, but your ours now!"

Liz begins crying and pleading, "No, please don't hurt me, I can get you the money"

"You can get the money?" he asks, pulling the knife away from her throat.

Liz now stops crying and realizes she has an opportunity here, "I can ring my friends, they can get it for you!"

Razor looks at her with suspicion, he examines her face for a hint of deception, "You better get that money tonight, and make sure there's no cops involved, or else you'll never see your friends again!" Liz nods tentatively and takes her phone, calling M.J. 

**Midtown High**

* * *

M.J. is just leaving class when she feels her phone vibrate, she sees Liz's caller ID and answers. "Hey Liz what's up?"

"I'm in trouble, I need your help, I need ten thousand dollar today". M.J. is startled by Liz's request.

"What do you mean you need ten thousand dollars today?"

"I've been kidnapped and…", the phone is ripped out of her hand and Razor speaks, "Your friend owes us ten thousand dollars, we want to see it by six o'clock tonight or else you'll never see her again!"

"Who is this, what do you mean?" M.J. asks fear washing over her.

"Did you hear me? Meet us at the carousel in Forest Park, at six o'clock, with the money, and make sure there's no cops or we will kill your friend!", he pauses, "After we've had some fun".

Razor laughs into the phone as Liz's screams can be heard in the background.

"Ok, I'll get you the money, just please don't hurt her!" M.J. pleads with him.

"You, and your friend, have until six o'clock, tick tock little girl!"

M.J. hangs up the phone and begins to panic. Gwen sees her and immediately runs over, "M.J. what's up? You're shaking."

"Liz has been taken, and they want ten thousand dollars today!"

"What, taken? what do you mean, who took her?"

"I don't know, they said we have to take ten thousand dollars to Forest park tonight or else…" her voice trails off as she contemplates the situation.

"Or what M.J.?", Gwen now feels the gravity of the situation bear down on her, her chest becomes tight as fear grips her entire body. M.J.'s eyes begin to fill with tears.

Flash, standing nearby, overhears the conversation and joins in, "Are you guys all right, what's going on?"

"Liz has been kidnapped, and the kidnappers are asking for ten thousand dollars!"

"What the? we have to help her!"

Gwen replies, "I'll call the police and…"

"No, No, No" interrupts M.J., "They said no cops, we have to get the money ourselves!"

Gwen looks at M.J. with disdain, "I don't care what they said, we need to call the police!"

"Gwen, you didn't hear this guy, they're serious we can't risk it!" M.J. pleads with her, "We need to do this ourselves!"

"I agree, we can't risk them hurting her" Flash joins in.

"How can we get ten thousand dollars? We don't have money like that, we're not the Osborns!" Gwen stops mid sentence, "Though we know someone who knows an Osborn!"

The three wait for Peter to leave the main building, as he does they hurriedly rush over to him. Peter stops walking and is startled, they crowd around him and each one immediately begins barraging him with questions, to a point he needs to stop them.

"Whoa, what's going on, one at a time!"

"Parker we need your help, Liz has been kidnapped and we need ten thousand dollars!" Flash tells Peter urgently.

Peter looks blankly at Flash, "Ha? You think I have ten thousand dollars?"

"No, Parker we need your help to get it!" Flash continues, Peter's face is filled with confusion.

"Parker, we need you to get in contact with Harry Osborn to loan us ten thousand dollar to pay a ransom for Liz!" Gwen interjects.

Peter is surprised and stunned, "You want me to ask Harry Osborn to get ten thousand dollars for your friend?" he asks.

"Yeah, it's the only way we can save her!" Flash jumps in. Peter is annoyed by Flash and his bravado, "Why would I? You've been bullying me of years, and now you expect me to help you?"

Flash is taken aback by Peter's comment and stops for a moment, "That's true Parker, but this isn't about me or you, these guys are going to kill Liz if we don't do something!"

Peter now realizes the seriousness of the situation, "I don't know if he'll even have that money, and I really don't want to ask for it, plus I don't know if he would even consider give it to me!"

"You can at least try Parker, if you don't, then she dies!" Gwen tell him.

Peter reluctantly agrees, "Ok, I'll try, but I don't like our chances." Peter takes out his phone and calls Harry.

"Hey Pete, is everything alright?"

"Actually no, a friend of Gwen's is in trouble, she's been kidnapped and needs our help!"

"Ah Pete, I thought we talked about this, we're just school kids, we can't help in situations like this."

"Um they don't want that kind of help, they want money, ten thousand dollars today"

"Oh, um OK I didn't realize…" Harry is dumbfounded on the other end of the phone.

"Harry, I would never ask this of you, but Gwen said they're going to kill her, and we don't have any other options."

Harry is silent on the phone for a moment, "Is she hot?" he asks. Peter's face fills with surprise, "Sorry, what?".

"Is she hot Pete, is this Liz chick hot? I just want to make sure I'm rescuing Cinderella not one of the wicked sisters!" Harry sarcastically tells Peter, both the boys chuckle.

"No worries Pete, anything to help a friend, or the friend of a friend, or the hot friend of a girl that my friend likes, or something like that". 

**Forest Park**

* * *

Harry arrives at Forest Park with $10,000 in a brief case and meets at a car with the other four. Peter introduces Harry to Flash and M.J., who both thank Harry immensely for helping their friend.

Flash tells the others, "I'll take the briefcase, if any trouble happens, I'm the best to handle it!"

"Um, I seem to remember the last time you got in a fight that didn't go so well for you!" Peter chimes in, much to Flash's disgust.

"You little smart ass, I ought to…", Gwen cuts in "Hey you two, concentrate, this is about Liz!"

Both boys stop as Harry speaks, "Well since this is my money, I'll be making the decisions, I think Flash should take the money as he's clearly the best person to handle any trouble!"

Peter's stares at Harry in disbelief, Flash smiles and takes the briefcase, walking through the forest towards the carousel.

"What the Harry, you know I'm better than Flash!" Peter whispers under his breath to Harry. Harry smiles and whispers back, "Exactly Pete, there's too much at stake for you to get caught up in this, Flash will give them the money, we get the girl and we all go home!"

Flash walks up a dimly lit gravel path towards the carousel. As he gets close he realizes there are people in the woods around him, hiding behind trees. A figure emerges from behind the carousel, Razor.

Flash tentatively approaches him as members of Razors gang emerge from the surrounding forest. Flash doesn't speak and opens the briefcase showing them the money. The gang leader looks in and smiles, he takes the handle and shuts the case.

"So what's your name boy, are you the hero?"

"I'm Flash, Where is Liz?" Flash asks in a quivering tone, the surrounding gang and situation have totally unnerved him and fear has engulfed his entire body.

"She's safe for now. You did well getting us the money so quickly Flash, But you forgot the interest! We need another five thousand… by midnight tonight, same spot!"

"But, but, but" Flash stammers, trying to find the right words.

"Five thousand by midnight or…" Razor motions with his hand a gun firing at his head, indicating Liz's fate. The gang walk off as Flash is left motionless, racked by fear and hopelessness.

Flash returns to the others alone, "Where's Liz?" Gwen asks immediately, "Where's my money?" Harry follows.

"They took the money, and said we need to give them another five by midnight as interest!"

M.J. breaks down with the news and begins crying collapsing into Peter's arms. Peter holds her and reassures her "It's alright M.J., we'll sort it out".

"We need to call the police, they should handle it, like I said at the start!" Gwen angrily tells the group.

"Harry, we need another five thousand, can you get it for us?" Flash asks, totally ignoring Gwen's comment.

"Sorry guys but neither of those plans work" Harry announces to the group in surprisingly calm manner. "See if the police go to a gang hideout, there will be a shoot out and Liz and a few more will die!", he continues.

"If we give them another five thousand dollar, they will ask for another five until we run out of money, and then Liz will die!"

"So what's your great idea Harry Osborn?" Gwen growls with frustration.

"Well my plan is that we catch them by surprise, cause a distraction out the front of the house, sneak in the back and rescue Liz!"

The group all stare with bewilderment, "How exactly will we do that?" Flash asks.

"Well inside that case I have a tracer, which my phone is currently tracking."

"You're tracking the case, why are you doing that?" Gwen asks with astonishment.

"The Osborn family didn't become wealthy by giving money away!" Harry replies, then continues with his plan, "When they arrive back at their house we stake out the place and work out a way in" Harry pauses, "Then when the gang leaves for the park to collect their next installment we go in and save Liz."

"This is crazy, you've lost you mind Harry, we can't do this, there will still be gang people there!" Gwen replies.

"So what we need is a distraction, the girls go to the front of the house and distract any gang members left, while we sneak in the back, take Liz and disappear into the night!"

The group is dumbfounded by Harry's plan, Peter glares at Harry.

_What Harry? How is this helping me avoid exposure?_

"I don't like this as much as anyone, I don't even know her, but we owe it to her to try!" Harry concludes.

"Lets do it, I'm in" Flash announces, "You can't be serious Flash, this is the dumbest thing I've ever heard!" Gwen states to him angrily as she intensely glares at him.

"I'm in as well" Peter reluctantly joins in.

"We've got to try something" M.J. agrees, "it's the only chance we have!"

Gwen looks angrily at everyone, glaring at each member of the group. Finally she relents and agrees, "OK, but this better work Harry!"

The group looks at Harry's phone and see that the sensor has stopped in Richmond Hills, just south of the park and walking distance. The group takes Flash's car and drive to Forest Hill drive, the opposite side of the park to the carousel. They agree that they will all meet back at the car at the end.

Peter quickly pulls Harry aside "Harry is this a good idea, we are at risk of exposing me!" Harry shrugs his shoulders "We can't let her die, It'll be fine!".

As the group walk off, Gwen asks Harry, "So what kind of distraction did you have in mind?" 

**Gang House - Richmond Hills**

* * *

At 11:50pm a group of gang members leave the gang house, drinking beers and heading down the street to Forest Park. Once they cross the main road and are out of sight Gwen and M.J. emerge from the bushes opposite dressed in short dresses, Gwen wears a blouse with three buttons undone, and M.J. ties the bottom of her shirt up, exposing her mid drift.

"I can't believe we're actually doing this!" Gwen grumbles to M.J. who has just texted the boys that they are out the front.

"It'll be ok, we just need to distract them for a minute, Daisy!"

Gwen scowls at M.J., clearly she hasn't warmed to her code name.

The two girls knock on the front door. Music is blaring inside, nobody answers as clearly the occupants can't hear them. Gwen's frustration boils over and she thumps the door with her fist violently. Suddenly Razor opens the door and Gwen nearly falls through, only stopped by M.J. catching her. Razor stares and smiles at the two girls, "So what are you girls doing here?"

"Where going to a party, wanted to see if you boys want to join us?" Gwen says in a flirtations manner. Razor can't believe his eyes, he turns around and yells to his friends who come rushing to the door.

The three gang members begin talking to the girls, trying to entice them to come in, though Gwen, or Daisy, as they know her, insists that they come to a party with them.

While the three men are busy talking to the girls Flash, Peter and Harry have jumped the back fence and are creeping through the backyard to the back door, which luckily is open. Flash leads the way and looks back at the other two, "I'll lead the way, you guys back me up!", Peter rolls his eyes at Harry, mocking Flash.

Flash enters the back door first, the music is loud and they can hear muffled conversation coming from the front door. They sneak through the kitchen, Flash picks up a butchers knife then walks up to the hallway. Flash peers into a bedroom on the other side and can see a mattress on the ground and two female legs bound by rope.

_Liz! I've found her._

Flash looks to his left and realizes that this hallway leads directly to the front door, where the three gang members stand. Flash pokes his head around and catches Gwen's eye. She immediately ups the flirtation as M.J. follows her lead.

Flash looks around at Peter and Harry and counts out with his fingers three, two, one, go. The three boys quickly sneak across the hall into the bedroom with Harry looking back down the hall to the front door, making sure they aren't spotted. Harry gives the two boys the thumbs up and they bend down to help Liz. Flash begins cutting the ropes when Liz frantically looks past them to the other side of the room.

Siting on a beanbag playing a video game half asleep is Crackers. Crackers attention is drawn by the commotion in the room; he slowly turns his head around and stares at the two boys freeing Liz. Peter and Flash look up and the three exchange awkward glances. Crackers tries to get up, Peter leaps over to him and grabs him, there is a small struggle and a table is knocked over. Peter gets control over Crackers placing a hand over his mouth and holding his arms across his chest.

The commotion is heard by one of the gang members at the front door, he turns around and M.J., realizing what's happening begins unbuttoning her shirt and walking backwards down the porch. Gwen glares at her, _What the hell are you doing, _she thinks.

The men forget about inside and follow M.J. and Gwen outside.

Flash finishes untying Liz "I'm here to save you, are you all right? Did they hurt you?"

"I just want to go home" Liz replies shaking in fear. Harry indicates to Flash that they need to go now; Flash takes Liz and runs out the back door.

Gwen and M.J. are still flirting with the gang members who are now getting very forward in their suggestions and invading the girls personal space. Gwen looks past the men and sees Flash and Liz run down the hallway, she turns to M.J., "Now!"

Both girls immediately turn and run down the street not looking back. The three gang members are standing out the front and yell for the girls to return.

Inside Peter and Harry are about to leave, "You start running, I'll catch up!" Peter instruct Harry.

"Just one minute, we need to get the money first". Peter is amazed by Harry's admission, "The money, don't worry about the money, it's not worth dying for!"

"Relax, it'll only take a second!" Harry leans over Crackers and asks, "So where are you stashing the money?" Crackers struggles to get loose, and whilst he does he looks at the closet next to Peter. Harry looks up at it and smiles, "Ah so that's where it is."

Harry climbs up the closet to the top shelf and reaches around trying to grab the briefcase.

"We need to go, we don't have time for this!" Peter anxiously warns Harry. Harry continues to reach until finally his fingertips touch a handle. He can't quite grab it and jumps up off the shelf, grabbing the handle but falling down as the shelves collapse underneath him.

The three gang members out the front hear the crash and rush back into the house.

Harry picks himself up, "Are you alright?" asks Peter, "Yeah I'm fine, lets get out of here!" Harry agrees and they leave the room heading for the back door. Peter opens the door but is greeted by Razor. Peter turns back around and sees the two other members grabbing at Harry with Crackers slowly making his way up the hallway. Harry pushes them off and backs away from them, Peter joins with Harry as the group surround them.

"You kids are gonna cop it now, give us our money and we'll make it quick!" Razor growls at them as he pulls out a knife.

Harry looks intensely into the eyes of Razor, "You really don't have any clue who you're dealing with do you?"

Razor laughs at him, "Really, you don't have any clue who you're dealing with kid!"

"Well actually I do, we're dealing with you and your three boyfriends!" Razor is incensed at Harry's barb and lifts up his knife. Harry continues, "Where as your dealing with me, myfriend and and him!" Harry points past Razor into the backyard, "Do you think I'm stupid?"

CRASH!

Flash hits Razor in the back with a baseball bat he found lying in the backyard. Harry yells "Lets get out of here!"

Peter immediately kicks one of the gang members who flies down the hallway collecting Crackers on his way. The last member runs for Peter who throws him into the kitchen cupboards and runs out the door following Flash and Harry.

Peter and Harry follow Flash jumping over multiple fences through backyards until they cross the road and enter Forest Park.

Razor and his friends follow the boys over the fences in close pursuit.

Flash, Harry and Peter are now flying through the park, filled thick with oak trees. Peter is ahead of the other two, Harry yells out, "Peter, wait up", Peter slows down and looks back at the other two, past them he sees the gang members following.

"Hurry up guys they're coming!"

The three finally make it to Forest Hill drive where the three girls are waiting in the car. They pile in but there is no space for the sixth person.

The group begin arguing on who's sitting where, "I'm not sitting on anyone's lap" says Gwen, Flash also states that he needs to sit in front because he's the largest and won't fit in the back.

As they continue to argue Razor and his friends emerge from the forest and charge at them. Peter looks back and seeing them yells, "Go, Go, Go".

Flash jumps in the front, Harry in the back and Peter jumps on top of the three in the back, they slam the door shut as M.J. hits the accelerator and flies off down the road.

Razor throws his knife at them in frustration, "Did you see the license plate?" he asks the other two, both shake their head. Razor yells at the top of his voice with frustration. 

**Peter Parker's House**

* * *

As Peter and Harry get out of the car Flash clears his throat, "Hey Parker, Osborn thanks for your help today!"

_Flash is thanking me for helping him? How my life has changed!_

"That's all right guys, glad to help!" Peter responds jubilantly.

"Oh and Parker" Flash continues, "Just so you know this doesn't make us buddies or anything like that!"

_Ok so it hasn't changed that much_

"Yeah Flash no problems!" Peter replies.

M.J. also calls out of the car "Yeah thanks heaps guys, we owe you one!" just as Flash drives off.

"I'm so sorry to have gotten you involved in all this" Peter apologizes to Harry.

"What? This is the most fun I've had … ever!"

Harry says goodbye to Peter and walks down the street on a high.

Peter enters his house and finds his Aunt and Uncle waiting for him, they are extremely angry. "What time do you call this Peter?" Ben asks.

"We've tried to call you all night and you didn't respond!" Aunt May chimes in.

"I'm really sorry, a friend needed help, I didn't get a chance to answer your call!"

"What friend? What trouble" May asks.

Peter turns silent and turns his gaze away, "I can't say, I'm sorry."

"You can't say Peter? Well, I'm sorry, that's not good enough!" Ben proclaims angrily, "I thought you would have learnt your lesson from last time, you're grounded for another week!"

"But Uncle …"

"But nothing Peter, your Aunt May has been worried sick, go to your room!" to which Peter does storming off to his room. 

**Midtown High**

* * *

Peter enters the student commons area and walks past Flash and overhears him boasting about how he took out the gang and saved Liz. Sitting next to Flash is Liz who confirms the story and tells them how strong he was and how he fought off the gang by himself. Liz and Flash catch each others gaze and look into each others eyes as she recounts how he untied her and helped carry her out.

They make no mention of Peter or Harry. Peter leans against a wall listening and feels disappointed that no one knows what he did. Gwen stands slightly further down the wall listening to Flash's story as well. She notices Liz and Flash exchange affectionate glances at each other and becomes slightly annoyed. As she observes Peter also listening to Flash notices a look of disappointment in his face, she walks up to him and places a hand on his shoulder.

"Don't worry Parker, I know what you did for Liz, for all of us!" Gwen tells him softly, "You went out of your way to help us even though we haven't been the best of friends to you"

She gives him a little kiss on the cheek, "Thanks Peter", and then walks off.

Peter freezes in terror, exhilarating terror, _OH MY GOD! GWEN JUST KISSED ME_

At the front of the school Mr. Smith enters into the back of a parked van. Inside is a large array of screens along the wall; four men in black suits sit in the van staring at the screens, listening to earphones.

One of the men sitting down signals for Smith to listen to his earphones. Smith puts on the earphones and the man points to the screen, Smith listens to Flash recount how he save Liz and took out a whole gang.

"This guys is the captain of the football team, superior athlete and our number one candidate for the boy in the video!" the operator tells Smith.

"I'm not sure he is, he looks too big, and I don't think he's really the hero type!" Smith replies, "We'll keep surveillance going, if you find anything more substantial, let me know immediately!" 

**Gaz's house**

* * *

Gaz lies on the kitchen floor, bruised and bloodied. His brother Francis returns to find him barely alive. "Garrison, what happened? Who did this to you?" he asks, frantically.

"The Richmond Hill gang, they wanted ten thousand, they took my girl but her and her friends screwed them, so they made me pay!"

"Who are they? Tell me her name and I'll make her and her friends pay!"

"Liz from Midtown!"


	7. Smoke and Mirrors

It's been a week since the incident in Richmond Hills. Peter has kept a low profile at school in an attempt to avoid any suspicions that he's anything more than your average student.

**Peter Parker's House**

* * *

There is a knock at the door, "I'll get it" yells out Peter as he runs down the stairs to greet Harry, the third time Harry has visited this week. The boys run up stairs to debrief their day.

"So did you talk to Gwen today?" Harry asks Peter.

Peter looks down with shame, "No I couldn't, as soon as I see her I freeze!"

"Pete, come on you need to get through this, you were getting so close!"

"That's what I'm afraid of, Harry!" Peter growls with frustration, "I've never kissed a girl before, I don't know how it works."

"Well you're not going to find out if you don't talk to her!"

Peter's frustration melts away and only disappointment is left. Harry notices Peter's mood and decides to change the subject.

"So have you noticed anything unusual at school, any new black suited men around?" Harry asks with excitement.

"Well we've been having lots of Football try outs, I've noticed a few scouts checking out Flash but that's about it!"

"Scouts you say Pete? Maybe they've swapped the black suits for a track suits!" Harry replies jokingly. Peter smiles, "Yeah the men in track!" he replies. Harry stands up and makes an impromptu rendition of Will Smith's "Men in track" complete with his own lyrics. Peter's mood is transformed as he laughs at his friend's ridiculous singing, and uncoordinated dance moves.

As Harry finishes he asks "How did your soccer trials go?"

"Well I didn't try too hard, as I didn't want to stick out" Peter pauses, slightly embarrassed, "But some of the other kids were actually too good for me!" Harry is puzzled. "There's actually a lot of skill involved and I just couldn't get the ball!" Peter continues.

"Well that's probably a good thing, at least the men in tracks won't suspect you."

"So what's been happening at your school Harry?" Peter asks. Harry thinks to himself, trying to remember.

"Nothing really, I go to an all boys school, no school sports, secret agents or cute girls." Harry responds despondently, "Speaking of cute girls has that Liz girl mentioned me?"

"Sorry Harry, I think she's got a thing for Flash" Peter shrugs his shoulders as he mentions this. "I see them hanging around a lot and she keeps telling everyone he saved her from a gang!"

"Flash! We did all the work and he gets the spoils? How is that fair?"

"Welcome to Midtown Harry!"

"Ok, so what about MJ, what's she up to?" Peter is taken aback, "You've forgotten about Liz already!"

"I'm at an all boys school remember, I can't be that fussy!" Peter shakes his head in mock disappointment.

"She's like a nice girl Harry, you should try talking to her!" Harry doesn't respond, his attention has been drawn away from the conversation as he stares at a news item on the television at the other end of the room.

"Harry are you listening?" Peter asks, then he also turns his attention to the television.

"Just to recap a brutal multiple homicide here in Richmond Hills where a supposed gang house has turned into blood bath with seven men dead!" the presenter reports.

Harry's face has turned white with fear. Peter holds his hand over his mouth once he sees the house in the report and instantly recognizes it. "That's the house isn't it?" he asks. Harry nods slowly in response, "This really isn't good!"

**Midtown High**

* * *

Flash, Liz, Gwen and MJ are standing out the front of Midtown High's main entrance. When they see Peter walking up they rush over to him and surround him.

"Parker, did you see the news, that gang, you know who those guys were?" Liz asks in a panic.

"Yeah, do you know what happened?"

Gwen cuts in, "Apparently, I heard that they killed each other, they all went crazy on some drug!"

"I heard it was a drug deal gone bad!" Flash chimes in, "Well I heard it was a vigilante, a crime fighter!" MJ adds.

"So what does this mean?" Peter asks, The group look at each other, "Maybe we're next!" Flash blurts out. The rest of the group now becomes worried, except Gwen. "I don't think so, if those guys are gone we've got nothing to be worried about!" Gwen tells the group.

Peter admires Gwen's strength of character, how she takes command of a situation. "And anyway they don't even know who we are!" Peter adds.

"That's not true, they knew me" Liz tells them.

"But they don't know your last name, they don't know anything else about us! Peter then stops to consider, "You didn't tell them anything, did you?" Peter asks.

"No nothing"

"Then we'll be ok, whatever happened to them has nothing to do with us!" Peter tells the group who now begin to relax. Flash, M.J., and Liz leave for class, Gwen however stays back to speak with Peter.

"Hey Parker, is everything OK? It feels like you've been avoiding me!"

"Ah no, no, I haven't been avoiding, just been busy!" Peter stumbles out. Gwen gives Pete a gentle smile noticing his nervousness; she gently places a hand on his arm, "Ok Peter, just don't be a stranger!" Gwen tells him as she leaves for class.

_Peter! She called me Peter, not Parker. What does that mean?_

Peter's mind begins to race, analyzing the possible meaning behind her change in tone towards him as he follow Gwen to class. Jessica Jones approaches Peter, "Hey Peter, how are you?" She asks in a quivering voice with hands shaking.

Peter looks across and replies, "Hey Jess, I'm OK" most of Peter's attention is focused on Gwen as she walks up the main building stairs.

Jessica is unsure how to follow up, she looks around in an attempt to think of something, then sees Peter's attention fixated on Gwen.

"Ok I'm just gonna go now" she tells him and turns to walk off.

Peter realizing that he's just ignored her apologizes, "Sorry Jessica, I was just…" but Jessica has already begun walking away.

_That wasn't cool Pete, I'll make it up to her next time! _Peter contemplates as he heads off to class.

**Oscorp Building**

* * *

After school Peter, Harry and Gwen attend the Osborn Science Academy for a theory session; Today's topic is sexual selection.

"Good Afternoon class, today we'll be investigating sexual selection!" Dr. Connors starts the session, "What we'd like to investigate and discuss is what is sexual selection, how is it beneficial? and compare it to natural selection!"

Dr Connors explains how sexual selection acts on physical, chemical or other traits that the opposite sex prefers, but isn't necessarily adaptive or help them or their offspring survive. They purely make the mate attractive compared to others in the species.

"It's often seen that females will preferentially pick males of a species that show greater fitness through ornaments. This can be seen with a peacock's tail, deer's antlers or the claw of a fiddler crab!" Dr Connors holds up his stump, "I don't think I'd do well as a Fiddler Crab!" he jokes to the amusement of the class.

Dr Connors continues to explain, "Sexual selection can also lead to dimorphism, a difference in size and shape between males and females, usually favoring larger females." he continues "One of the most prevalent examples of this is in spiders, I'm sure everyone knows the black widow spider?" The students nod in agreement, "Well what you normally see is the female, the male can be half to one-tenth the size of a female!"

Finally Dr Connors concludes his lecture, "These traits don't actually have a benefit to survival, and there only benefit is to show the opposite sex that they are a better mate!"

"Now class I'd like you to split up into groups and discuss, "What is more prevalent in our society, natural selection or sexual selection!"

Peter is paired with two other students he hadn't met before and they discuss the subject vigorously. When the class comes back together, there is much debate about the lack of natural selection in human society, if people select there partners based on sexual selection or something more. Connors thanks the class for their vigorous discussion and dismisses them.

* * *

After class Peter walks over to the curb to wait for his uncle, as he does he sees Gwen standing on the curb also waiting to be picked up.

_This is it Pete, time to talk to her!_

Peter approaches Gwen and asks, "Interesting class today, did you enjoy the topic?"

"Hey Parker, yeah it was quite interesting, what did you think, Does natural selection act on humans or not?"

Peter ponders the thought scratching his chin, "I don't think so, our ability to cure diseases and the lack of saber tooth tigers means nothing is killing off the weak and sick!" After another few seconds thinking about the issue he continues, "But I believe evolution is still occurring, I believe we're all getting better each generation, especially when it comes to intelligence!"

Gwen likes Peter's answer, "I totally agree, but the other question, Does sexual selection exist in our society?"

Just hearing Gwen say the word sex has totally short circuited Peter's brain and he again turns to a blubbering mess, "Um… I, well… I don't know"

"Well I think sexual selection is alive and strong, I don't believe we have evolved to some higher level of existence!" Gwen proclaims with vigor, "I like to think that I'm an intelligent person, and have valid opinions on a lot of things, but because I'm blond, and a cheerleader, I'm constantly thought of as simply a pretty girl and not taken seriously!" Gwen continues without a breath.

Peter stands silently taking in Gwen's words, "I think your opinions are great."

"You're one of the only people I can have a conversation with about trans genetic research and not feel like a weirdo, or put them to sleep!"

Gwen, still anxious from her previous rant softens a little, "Thanks Peter, but you only say that because you think I'm pretty! Like all the guys, no one cares about what you think, just how you look."

Peter looks Gwen deep into her eyes, "I care what you think!"

He continues, "and I understand how you feel!"

"Really, you understand how I feel?" she asks.

"Yeah, I'm always getting women who want me for my athletic body and good looks." Peter jokes.

"Oh really, you have a lot of trouble with that do you?" Gwen responds with jovial sarcasm.

"Yeah, it's a bit of a hassle, but I deal with it, it comes with the territory"

"Ah Peter, you are a funny one aren't you!" she responds just as her mother arrives to pick her up, "Ok I better go, my father hates it when I'm late!" the two exchange a wave as she leaves.

_I can't believe how well that went, not only did I talk to her, but I was funny! Where did that come from Pete?_

As Peter sits there contemplating his latest rendezvous with Gwen his Uncle sits in the car beeping the horn at him. Peter suddenly jumps out of his trance and gets in the car.

"Hey Peter, are you off with the fairies today!" Ben asks.

"Sorry Uncle, I was just thinking about" Peter stops and thinks for a second, "Our topic in class."

"It must have been interesting, what was it, or should I not ask and risk falling asleep at the wheel" Ben mocks.

"Actually we we're talking about sexual selection!" Peter boasts loudly to Ben.

"Whoa, that definitely won't put me to sleep, maybe a heart attack instead!" Ben jives, "What are they teaching you that for? I thought we already went through the birds, the bees, and all the other flying critters?" Peter laughs somewhat awkwardly at his uncle, "And by the way Peter I did see you speaking with a blonde girl before I arrived, did you discuss the days topic with her?" Ben says with a wink.

Peter's face turns red with embarrassment, he looks away with a large grin on his face, "Maybe" he replies.

**Midtown High**

* * *

The next day at Midtown High Liz, M.J. and Gwen talk as they head off to class. Liz tells the others she's just going to the toilets before class. Liz enters the toilets alone and sits down in a cubicle. As she does she hears another person enter the toilet, but then she doesn't hear them enter a cubicle.

When Liz leaves the cubicle she looks around to see if anyone is around, as she approaches the mirrors suddenly she is grabbed from behind and a cloth placed over her mouth. She glimpses a large figure behind her before passing out.

Four men sit in a van out the front, there are screens set up showing footage from within the school. They however, do not see the events occurring inside as they are in the middle of a game of UNO. One of the men, Jones, has unfortunately just been made to pick up eight cards and throws his hands up in frustration. As he does he catches a glimpse of someone in a trench coat wearing a hood on one of the screens, "What was that?" he asks the others.

They turn around to look at the screen but see nothing, then the figure appears on another screen, "There he is, that's our guy!" Jones proclaims. The rest of the men rush to their stations to analyze the video footage. They see a person walking through the halls, dressed in a large trench coat with a hood covering his face, depositing small objects.

Jones tells the men, "I'm going in!", the other operators are too busy adjusting their earphones and screens to pay attention. Jones waits for a response but hears nothing; he opens the doors and heads in with his electric Taser gun.

Jones runs up and down the halls, trying to find the man he saw in the video. He tries to contact his team but he has forgotten his earpiece. As he turns a corner he sees the man in the trench coat turn into a door leading to the auditorium. Jones runs down the hall and follows him into the doorway. Jones walks through some curtains, pushing them out the way in order to see where he's going then suddenly from behind a hand grasps over his mouth and he falls unconscious.

* * *

Liz opens her eyes, her head is groggy and dazed. As her eyes adjust she sees curtains, lights and then seats.

_Am I in the auditorium? How did I get here?_

Then a shadow passes over her, she turns around and sees a large figure in a trench coat with purple inner lining, military boots, green fatigues and a gas mask.

The man leans over to her and begins speaking to her in a muffled tone, the mask has fogged up and his words are inaudible.

"What do you want? I can't understand you!" Liz asks frightfully.

The figure again speaks to her but she still can't understand him. The figure takes the mask off, "You're going to pay for what you did bimbo!"

Liz is confused, "I don't understand, pay for what?"

"You'll pay for what you did to my brother!" Liz looks at him expressionless, "I don't understand!"

The man becomes frustrated, "My brother Garrison, he's been beaten near to death because of you and your friends!"

"Who's Garrison?" Liz asks still dumbfounded, "He's your boyfriend, Gaz! I'm his brother Francis!"

Finally Liz comprehends the situation, "Oh your Gaz's brother!"

Francis shakes his head in disbelief, "Well now that you've caught up, give me your phone I want to talk to your friends!"

Francis takes the phone and looks at her messages, "Flash! seems like you've already found a new boyfriend, well lets see if he'd like to join us!"

"So did something happen to Gaz?" Liz asks finally catching up, Francis shakes his head in disbelief.

* * *

Flash sits in class, not paying attention to the teacher, doodling on his book. As he does he feels a vibration in his pocket, he looks up to check that the teacher is busy and views the message:

[I have Liz, come to the auditorium alone]

Flash looks at the phone and is slightly confused

[who is this, what do u want]

[You both must pay for what you did come now]

[Is this a joke] Flash replies, then he receives a picture message of Liz tied up with a knife at her throat. Dread fills his body as he tries to think of a way out of class. Flash raises his hand and asks to go to the toilet but the Teacher refuses. Peter notices Flash getting irritated, fidgeting with his books.

Flash again replies to the message, [I can't get there what do u want]

As Flash sends the message the teacher calls out, "Flash, give me the phone, there's no texting during class!"

"But sir, you don't understand, it's an emergency!" Flash pleads, "I need to go!"

The teacher holds out his hand waiting for Flash to hand over his phone. Flash hesitates and the Teacher becomes even more upset, "Now Flash!" he demands angrily, as he does the fire alarms sound.

"Ok class, we need to evacuate, everyone leave in an orderly fashion!" The teacher calmly asks the class, who respond by rushing out the room into the hallway.

Flash leaves the group when the teacher isn't looking, ducking down a hallway on the way to the auditorium. Peter takes his bag and walks with the group for a few meters, then ducks down the hallway when the teacher is distracted. Peter stalks Flash down the corridor, hiding behind lockers so that Flash doesn't see him.

**Midtown High - Auditorium**

Flash enters the Auditorium and looks around, He finds Liz tied up, lying on the stage with Francis, a tall imposing figure standing over her with a hunting knife in one hand and a detonator in the other.

"Who are you, what do you want?" Flash asks Francis. He replies but Flash can't understand him, "I can't hear you."

Francis pulls up the gas mask, "You're both going to die because of what you did to my brother!"

Flash is confused, "Who's your brother?"

Francis' frustration boils over, "Don't worry, all you have to do is die!" he places the gas mask back over his face and hits the detonator button. Flash ducks down to avoid the explosion but none occurs.

Peter standing outside the auditorium door reaches into his bag and puts on his balaclava. As he opens the door to enter there is a large explosion of gas in the hallway in front and behind him. Gas begins to fill the hallway closing in on him, Peter ducks into the auditorium and closes the door behind him.

The smoke begins filtering underneath the door; Peter moves away from it and approaches the stage.

At the other end of the stage Jones wakes up and stumbles out of the closet he had been stacked in. His head is groggy and he stumbles around looking for a door. Finally he finds one and opens it, only to be greeted by a waft of hallucinogen smoke. He slams the door shut, stumbles back and falls over.

Flash returns to his feet, "What was that?"

Francis holds up his gas mask, "I've set up knockout gas and hallucinogenic gas around the school, nobody's going to disturb us!"

"Um excuse me?" Peter says standing on the side of the stage, "Sorry to interrupt but I think that plan is out the window!"

Francis turns around startled, "Who are you? How did you get in?" he asks.

Peter hesitates for a second, "I'm The Masked Menace! And I came through one of the doors you should have locked first Genius!"

"Masked Menace? What kind of a name is that? Francis mocks Peter who is taken aback, "Well it's a work in progress!" Peter replies as Francis put on his gas mask.

Francis holds out his knife ready to attack, he yells at Peter, "Give it your best shot!" Peter replies "What? I can't hear you!" pointing to his ears.

Francis pulls the mask up; as soon as he does Peter slides forward and kicks him in the chest, sending him flying off the stage next to Jones.

Peter bends down to help Liz, Flash jumps up on stage to assist him. Flash takes off the tape binding her, "Are you all right Liz?" he asks, Liz hugs him tightly, "Get me out of here!" she pleads.

Francis gets up in some pain; he can feel some ribs out of place. He looks down at Jones who stares back up at him in horror.

_The hallucinogen seems to be working,_ Francis thinks to himself.

Jones looks up at Francis, his head is swirling, the world is distorted and colorful powered by hallucinogen. As he peers up he sees a man in green stand over him, the purple inner of his jacket flows like a purple cape, and his gas mask looks like a fishbowl with swirling gas inside. Francis leans down to Jones "Arrrgghhhhh" he yells frightening him.

Flash is helping Liz down to the floor off the stage, Francis approaches the stage where and pulls out a handgun from under his jacket. Peter's spider sense warns him of danger; he grabs the two and jumps off of stage in time to avoid the bullets.

"Quick hide!" Peter tells them as he sneaks around the front of the stage. Francis crouches on the other side of the stage waiting for Peter to emerge, after 20 seconds he gets frustrated and jumps out pointing his gun where Peter was, but no one is there. Suddenly from on stage an object flies at Francis and knocks the gun from his hand sending it flying. Peter runs down from the stage and leaps onto Francis knocking him to the ground and holding him down.

Francis reaches under his jacket and hits a canister, which explodes engulfing the two with hallucinogen gas. Peter rolls away, he becomes groggy and his head starts to swirl. Peter climbs on stage to avoid the gas; Francis follows him unaffected with the aid of his gas mask. Francis jumps up on stage with his hunting knife and approaches Peter who falls over. Francis stands over him and thrusts his knife towards Peter's chest when he is suddenly tackled by Flash knocking the knife lose.

Flash gets onto his knees and sees the knife lying on the stage; he scrambles over to it. Francis sees Flash's attempt to get the knife and scrambles over as well. Flash gets to the knife first and slashes Francis in the arm, who screams out in pain.

Peter stands up, he is recovering from the hallucinogen quickly. He walks over to Francis and holds him down. Flash throws the knife away and hurry's back to Liz.

Peter pulls off Francis' mask "Now be a good boy and don't try that again, ok!"

At the back of the stage Jones staggers towards Peter pointing his Taser gun, "Stop, you need to come with me!" Peter looks up, _I've been caught!_

Jones sways his gun as he points it at Peter, the hallucinogen is still affecting him, _Go Peter you won't get another chance!_

Peter leaps off Francis and runs across the stage. Jones tries to fire at him but misses hopelessly. Jones then turns the gun to Francis but he's no longer laying there.

**Midtown High - Outside the school**

* * *

Chaos has enveloped the front of Midtown, students are loitering everywhere, teachers try to organize their classrooms and take a roster call, fire trucks sirens are blaring as their units enter the building looking for fire and anyone trapped.

Finally the firefighters emerge with two people, Flash and Liz. They both wear gas masks provided by the firefighters and are escorted to a paramedic. Mr. Smith and the other members of the van stand and observe Flash being taken away.

Gwen and M.J. also spot Flash and Liz as they emerge and try to get through the barricades but are prevented by the police. Behind them Harry approaches, out of breath, "Hey are you girls alright?" he asks.

"Harry Osborn, what are you doing here?" Gwen asks, "I heard about a fire and thought about you guys!"

"Oh thanks Harry, we're good, Flash and Liz just got out as well!"

"That's great" Harry replies with sarcasm, he then continues in a more serious tone "But what about Pete?"

Both girls suddenly freeze, they realize they haven't seen Peter, "Oh no, where's Parker!" M.J. utters with terror. Dread sweeps over Gwen, "Peter, where's Peter?"

Both girls immediately grab a police office and pull his uniform frantically, "Our friends in there, you need to get him!" M.J. pleads.

"Hey guys, how crazy is this fire!" Peter suddenly answers from behind them. Both girls turn around and hug him at the same time, Peter blushes.

"Where were you, we thought you were inside!" Gwen tells him with annoyance.

"I was just in the crowd with everyone else!" Peter says with an innocent smile.

"Well don't do that to us again!" M.J. tells him with relief. Harry stands behind them and winks at Peter, "Glad to see you're alright Pete!"

Peter briefly speaks with Gwen and M.J., and then motions for Harry to follow him as M.J. and Gwen speak with some other students. Peter and Harry walk away from the crowd, Peter whispers "The men in black are here, one tried to capture me today!" Harry is astonished, "Really, where are they?"

Peter points to Mr. Smith, he and his men are at the paramedic where Jones has been rescued by the firefighters.

"I'm going to see what I can find out, listen in on their conversation!" Harry tells Peter, "No, no, no, are you crazy?" Peter replies, "It'll be fine, they're not looking for me!"

Harry casually walks over to the paramedics but can't get close enough to hear; all he can see is Smith questioning Jones.

"You're telling me that a man wearing a fishbowl and purple cape kidnapped you, set off all these gas bombs, tried to kill some girl but was rescued by our masked man?" Smith questions him sternly.

"That's it Sir, I know it sounds crazy!" Jones replies.

"Meh, It's not even half as weird as what I normally come accross!" Smith says with a shrug of his shoulders, "So he is definitely our man, you're sure Jones!"

"I'm sure sir!"

"Ok lets bag him then!"

Harry returns to Peter, "What did they say?" Peter asks attentively, "I couldn't hear anything, but it didn't look serious, I think you're fine!" Harry reassures him.

**Forest Hills**

* * *

Flash offers to walk Liz home together after the day's ordeal, they walk close to each other, brushing up beside each other, hands nearly touching. They flirt with each other, giggling at silly jokes becoming lost in each other's gaze.

As they stand out the front of Liz's house Liz looks up into Flash's eyes

"I just want to say I can't thank you enough for saving me again, you really are a hero, you're my hero!"

"And what reward does a hero receive these days?" he asks.

Liz grabs Flash by the collar, pulls him down and kisses him passionately on the lips. They embrace for a while then she releases him and smiles, "See you tomorrow flash!" and walks into her house.

Flash is beside himself with excitement, he walks down the street giddy as a schoolgirl. As he admires his surrounding, the leafy streets he walks down a black van comes to a screeching halt next to him, a side door slides open, two men fire tranquillizers at him hitting him in the chest. Flash tries to run but quickly loses consciousness and is dragged into the van which speeds off.

**Gaz's house**

* * *

Francis returns home after escaping out the back of the school and avoiding all the police. He enters the house and storms into the lounge room where his brother Garrison is lying on the couch, bandaged up and barely moving.

"Did you finish them off?" Garrison asks, grimacing as he does.

"Arrrrgghhhh" Francis screams in frustration "That stupid girls friends ruined everything, I've got broken ribs and I've been stabbed!"

"What, they got away? You failed…" Garrison begins to growl at his brother when his voice trails away as he sees a giant figure standing in the door. Francis turns, then backs away when he sees figure standing in the doorway.

"Failed? You both failed" the figure speaks slowly with a deep sinister voice "You boys were meant to keep a low profile!" he pauses, "You were meant to distribute what we gave you, and find us volunteers!"

"We're really sorry sir, but…" Garrison begins to explain but stops as the figures red eyes penetrate his being, they are filled with rage and malice, but also coldness.

"We can not afford incidents like Richmond Hills, and Midtown! The project is too important for any lose ends!"

"But sir" Francis asks.

The figure pulls out a silencer piston and shoots both brothers in the head, "Dispose of these two and burn the house down!" he tells his associates.


	8. Black Suits

**Midtown High**

* * *

Peter walks down the halls of Midtown High, the students all speak excitedly about yesterday's events. Peter ignores everyone and heads straight to his locker. As he takes his books out he notices Liz speaking a few lockers away.

"It's really weird, I haven't heard from him all night, I called and messaged him but nothing!" Liz explains to M.J. and Gwen with concern.

"It's ok Liz, he's probably just sleeping after all the craziness of yesterday!" M.J. reassures her.

"More likely he went out with his bonehead friends." Gwen adds.

"No he wouldn't do that, we talk and message every night, maybe Gaz's brother got him!"

The two girls suddenly realize Liz's fear, "They didn't catch the guy from yesterday?" M.J. asks.

"I don't know, but I didn't hear anything on the news" Liz replies.

"Come on guys, I'm sure its fine, he'll turn up soon enough" Gwen says reassuring the two girls, "Now lets get to class before we're late!"

Peter follows them to class and his mind begins to wonder, _What happened to Flash? Did Francis really get him? _

In class Mr. Smith begins with an sad announcement, "Firstly class I have some sad news, Last night there was a car accident involving two members of this school, Jessica Jones and her parents were involved and sadly here parent didn't survive, Jessica is in a stable but critical condition!"

_Jessica Jones, I was just speaking with her the other day, I can't believe it_ Peter thinks to himself.

Mr. Smith pauses and looks toward Liz, "Flash Thompson was also involved in the accident, his injuries were not as severe but he will be kept under observation for a number of days."

The class is in shock, Liz begins crying uncontrollably and M.J. runs over to comfort her, holding her as she cries. Gwen also looks upset but does not join the other girls; she sits alone and holds back tears.

"Mr. Thompson is in a stable condition, he is not allowed visitors, but I'm sure he'll be let out in a few days" Mr. Smith continues. M.J. takes Liz out of class to compose herself.

After class Peter and Gwen walk out of class and Gwen subtly motions to Peter that she should follow him. Peter does so with anticipation, _Gwen wants to speak to me, woohoo._

As they turn around the corner he sees M.J. and Liz standing beside some lockers talking, Gwen approaches them and pulls Peter in.

"Parker we don't think this was an accident, we think Gaz's brother did this!" Gwen tells Peter who scratches his head in confusion, "Gaz's brother, I don't understand?"

"The guy who set off the smoke bombs yesterday, it was Gaz's brother, Francis! He tried to kill Liz, and Flash, but he got away and now Flash is in hospital" She continues.

"That's a coincidence, Flash was in a car accident, he wasn't attacked" Peter tells them in a dismissive tone.

"Flash walked home from my house, he wasn't even driving, how can he be in a car accident unless someone took him" Liz bites back at Peter.

"Ok guys, calm down, we don't know what's happened, but we should be careful, just in case" M.J. tells the group. "I'm sorry Liz, I'll walk you home if that makes you feel better?" Peter offers to Liz, "I'll get Sean and Seymour, I'd feel safe with them!" Liz growls at Peter as she storms off, M.J. chasing her.

Peter and Gwen stand there together alone, "I'm sorry if I offended Liz, I was just saying…" Peter begins to explain, "Don't worry Parker, you're totally right, she's just upset and confused" Gwen cuts in, "We can't imagine what she and Flash went through."

"Yeah, it must have been scary" Peter replies, pausing as he thinks of something more to say, "It's been a hectic few weeks for all of us!"

"I know, let's hope that's the last of it" Gwen replies with a sigh of relief and a smile. Gwen begins to walk away, _Do something Peter this is your chance._

"Um Gwen?" Peter asks hesitantly, "Maybe I should walk you home, just in case Liz is right."

Gwen looks at Peter with disbelief, Gwen is a proud strong independent woman who doesn't need to be walked home, "I'm fine to walk on my own!" she tells him abruptly. Peter is taken aback by her comment and looks down in disappointment. Gwen quickly comes to the realization that Peter's intentions were totally noble she suddenly changes tact and smiles warmly "Actually that would be good, thanks Peter."

* * *

After class Peter waits out the front for Gwen, his palms are sweaty with a slight tremor in his hands as he nervously waits. Gwen approaches from behind Peter, "Hey Pete, ready to go?"

"Uh… ah Hey" Peter replies awkwardly.

The two walk together with Peter not saying a word, Gwen breaks the ice, "So Pete what does your dad do for work?"

Peter is off put by this question, he hesitates for a few moments then answers, "Ah, that's not my Dad, that's my uncle."

"Oh sorry Peter, I just figured…" she answers but then trails off.

"My parents died in a plane crash when I was young, I don't remember them at all!"

"Oh Pete I'm so sorry I didn't realize" Gwen apologizes, placing an arm on Peter's back comforting him.

"Its Ok, it's all I've ever known, and my Uncle and Aunt are really great, they've given me everything I could want, brought me up as their own son!"

"They sound really great Pete, you're really lucky, not everyone has such great support."

Peter detects some sadness in Gwen's voice, "Is that from experience?" he asks, probing her. Gwen looks back at Peter annoyed and defensive, "What are you trying to say?"

"Sorry Gwen, I didn't mean…. you just sounded like you knew someone who…" Peter struggles to explain his question. The two walk in silence for a minute then Gwen opens up, "Sorry if I was upset before Pete, I have an interesting relationship with my parents!"

"Really? I'm sorry to hear that" Peter replies sympathetically.

"Everyone thinks my life must be great, because I do well at school, I'm a cheerleader, blah blah blah" Gwen says sarcastically, "But the truth is I do all this because my perfect father and perfect mother demand it!" she continues, "Sometimes I wish I didn't always have to strive to be the best, not worry about trying to be perfect, I wish I could just be me!"

"That sounds like a lot of pressure, I guess being popular is just as hard as being unpopular" Peter sympathizes.

"Being popular isn't always that great, people pretend to like you, and want to be your friend, but they don't know you" She pauses, "they don't want to get to know you!" Gwen explains, with a hint of sadness in her face as she stops at the front of her house.

"Being popular sounds nearly as lonely as being unpopular?" Peter asks, "Yeah, I guess we're both lonely, just in different circles!" Gwen retorts.

Peter looks deep into Gwen's eyes, she catches his gaze and stares back, "We're not lonely Gwen, we have each other!"

Gwen smiles as warmth fills hear heart; truly someone has actually taken an interest in her for who she is. "Thanks Peter, that means a lot, see you tonight at class" Gwen tells Peter softly as she walks off to her house. Peter walks away with excitement resonating throughout his entire being; _Gwen and I had a moment _he thinks as he walks home.

**Midtown gymnasium**

* * *

Peter and Harry meet at Midtown gymnasium before attending the Science Academy, as they have been doing over the last few weeks. Peter continues his martial arts training and building his strength in Harry's new personal gym.

Peter lies down on the bench, lifting 50kg on each side, a big improvement from the 20kg he started with a few weeks ago. As Peter lifts the weights above his head the bar bends in an arc under the weight. Harry stands directly in front of Peter, spotting him.

Peter sits up and admires his arms in the mirror, the long skinny arms he once had are now starting to take shape, he is by no means Arnold Schwarzenegger, but a definite improvement.

"So Pete, what's this news you need to tell me?" Harry asks. Peter snaps out of his trance of self-admiration.

"Well today something weird happened, Flash apparently was in a car accident, Liz is really worried!" Peter begins.

"Really, is he OK?"

"Well that's the weird part, no one is allowed to see him and Liz thinks he wasn't even in a car!"

"Liz?"

"Yeah I think they're together now, but the really weird thing is that Mr. Smith was the one who told us about the accident."

"You mean Mr. Smith, as in Men in Black Smith!"

"Yeah exactly, do you think he's got something to do with it?" Peter asks with concern.

"Nah I'm sure its fine, Flash was most likely fooling around with friends in a car, he's a jerk anyway who cares!" Harry tells Peter dismissively.

**Oscorp Tower**

* * *

Gwen Stacy waits at the front of Oscorp tower as Peter and Harry approach "Hey Peter, hi Harry" she greets them.

"Hey Gwen" the two respond simultaneously.

"Something weird is going on, I rang Flash's mom to see if he's all right but she isn't allowed to see him" Both boys listen intently, "She said there's a record of him at Midway Hospital, but when she visited no doctors know about it!" Gwen continues, "I also asked my dad about the car accident, and even though the report has him involved the officers at the scene didn't see a boy involved!"

"So what do you think happened, Gaz's brother?" Harry asks.

"I don't know, maybe… But the weird thing is how did Mr. Smith find out this information?"

_The men in Black have taken Flash_ Peter thinks to himself.

"I'm sure the hospital notified the school, that's why Mr. Smith knows about it, I wouldn't worry" Harry responds.

"Yeah it is weird, but I'm sure it's gonna be all right, All we can do is wait and find out" Peter adds, "Yeah you're probably right, Liz's hysterics is rubbing off on me, she's called me four times today already!"

* * *

During class Harry and Peter are again doing practical work on their spiders, cleaning out dead flies. "I thought science would be a little more fun, when you see it on TV its all electricity, interactive holograms, cool colors, but all we're doing is cleaning out dead flies" Harry complains.

"Welcome to science boys!" Dr Connors booms startling them both. "Science is not always bright lights, most of it is boring, tedious and hard work" Connors pauses as the boys regain their bearings, "But at the end, when you've discovered something new, something no one else has, something to change the world, then it's all worth it!"

"Yes sir" the boys reply embarrassed.

Dr Connors looks at the boys' progress, flicking through their notes on their iPad.

"Very good boys, you've been very thorough with your notes and measurements" Dr Connors praises the boys, "Thanks sir" Peter responds.

"I just hope you still have all you're remaining spiders left" Connors remarks with a slight hint of sarcasm. Peter holds his breath and looks up at Connors who has a small little grin on his face, "Only kidding" Connors continues.

Dr Connors continues to check their notes and Peter cleans out enclosures, "So how are you Peter, how is everything going at home?" Connors asks. Peter is surprised and unsure how to answer, "Ah, good thank you sir" he replies, not quite sure what to make of the question.

"I'm glad to hear Peter, I'm aware didn't have the opportunities that other had growing up" Connors looks at Harry as he mentions that, "But you are one of my top students and I have great expectations for your career in science."

Peter is stunned by Dr Connors admission; Harry looks across annoyed at Dr Connors.

"Thank you sir, I will try my best" Peter replies to Connors as he walks away.

"Teachers pet" Harry whispers to Peter.

**Peter Parkers house**

* * *

Harry and Peter sit in Peter's bedroom discussing the day's developments.

"Harry, I think the men in black have Flash."

"Flash, why would they have Flash?" Harry asks confused.

"In the auditorium, the agent probably mistook Flash for me, they think he's the masked menace."

"OK so one, we need a better name than the masked menace! And two, even if they took Flash who cares, he won't be around to bully you, and the suits won't be looking for you anymore!" Harry tries to reason with Peter, "Harry, Flash saved my life, I owe him, and it's not right he takes the fall for what I've done!"

"Pete, he saved you once, you've saved him and his ditzy girl how many times? I think the scales are in your favor!"

"It doesn't matter Harry, I have to save him, and I need your help!" Peter pleads with Harry.

"OK Pete but this is such a bad idea, what do you need?"

"All I need is one of your trackers!"

* * *

The boys head downstairs for dinner; Aunt May has cooked up a large pie and included some green vegetables.

"Look at this boys, how good is this meal, you can't buy this in a restaurant!" Ben tells the boys, "Delicious" replies Harry, Peter just puts a thumb up as a sign of approval, to busy inhaling his dinner.

"Make sure you eat your greens as well Peter, they'll help you to grow up to be big and strong!" May tells Peter who smiles smugly to himself.

As they finish dinner Aunt May takes Peter and Harry's plates away, "Thanks Aunt May" Peter says as she takes his plate, "Thanks Aunt…" Harry begins to say, then corrects himself, "Sorry, Mrs.. Parker" he finishes. May leans over and kisses Harry on the head, "You can call me Aunt if you like Harry, You're just like a brother to Peter and a part of our family," she says lovingly. Harry's eyes fill with tears of joy; he wipes them away trying to hide his emotion from the others.

"Hey guys, do you want to come see my new model?" Uncle Ben asks the boys, deflecting attention from Harry. "Really, you have another one" Peter complains

"Come on Peter, you used to love my models when you were younger."

"Sure Mr. Parker" Harry responds, "Well if you get to call May Aunty, I get to be called Uncle!" Ben mockingly protests. The boys follow Ben down to the basement to see his newest model, a spider.

"What do you think boys? It's for your science project, a mascot!"

Peter and Harry stare in awe; the model is a black widow spider with a red stripe on its back. The model contains everything, mandibles and fangs, legs and eyes. As they circle around it Harry notices that the dark color is a blue and not black, "Hey Mr. Parker…. I mean Uncle Ben, it actually looks blue and not black."

Uncle Ben's face drops, "I couldn't get any black paint, I had to use the blue from my last model" Ben points over to his wall of models at the Good Year blimp.

"That blue is way cooler" remarks Harry, "Yeah that is so cool" Peter joins in. Pride fills Ben as he explains how he created the various parts, the boys are enthralled. The boys then share details about the physiology of a spider and why the fangs strike down as opposed to pinch in from the side, how the female eats the male after mating and how and why venom evolved. The three spend an hour discussing spiders until May calls them up; Harry's limousine has arrived.

As Harry leaves the front door he whispers to Peter, "Meet me at the front of Midtown, corner of 110th and 68th avenue."

**Midtown High**

* * *

Before school Peter approaches 68th avenue and sees Harry standing underneath a tree in a hat and a trench coat. Peter approaches him noticing that Harry is quite anxious, continuously looking around ensuring that no one is watching.

"Hey Harry, what's up with the coat?"

"I'm under cover, incognito, you know" Peter shakes his head, "So why are we meeting incognito?"

"I've got a tracker for you, to put on Mr. Smiths car!"

"Really, that's great Harry!" Peter replies excitedly, "But Pete, you've got to be really careful you don't get caught. Wear gloves when you handle it, if they get your finger prints or DNA!"

"Yeah I know, I'll be a science experiment!"

Harry hands Peter a small coin like device in a plastic bag, "It's magnetic so it will stick to his car" harry explains, "Text me when he leaves and I'll track him on my phone."

"But won't you be at school Harry?" Peter asks, "No, I only go to school when I really need to, my dad doesn't really care, so why should I?"

Peter thanks Harry and heads to school. As he approaches Midtown he can see Mr. Smith's red corvette parked on the side street and approaches it. As Peter walks past he opens the plastic bag and flicks the sensor onto the back of his car, making sure he doesn't touch the sensor at all. Peter then continues into Midtown for another day at school.

* * *

After school Peter stands behind a tree on the corner where Mr. Smith's car is parked. He observes Mr. Smith drive off and messages Harry, [He's gone].

Peter begins walking down the street when he receives a message back, [He's heading to the city, get on a train now!].

Peter runs to the nearest subway station and flies down the stairs, narrowly making it onto a departing train for central station. Peter waits on the train and looks at his phone, waiting for an update but his connection keeps dropping out. Finally a text message gets through, [He's stuck in traffic, meet at central!].

**New York City**

* * *

Peter gets off at central and meets Harry who shows him the tracking beacon showing Mr. Smith emerging from the Long Island expressway into New York City. The boys track his progression through the city and follow him move towards the general direction he's heading. The beacon then turns right and heads directly towards them, Harry gives the iPhone to Peter, "When he goes past you follow him, you're faster and can keep up with him!"

Peter takes the phone, "Ok Harry, lets do it."

Smith's car drives past, Peter hides behind a phone booth and begins running down the footpath in pursuit. Peter keeps up with him until Smith hits a red light and stops. Peter waits out of view, as he does Harry walks up beside him, "Guess we can both keep up with him in New York traffic."

The two boys continue to stalk the car as it approaches time square when it pulls down a side street and pulls into a car park in a building on West 26th street. Peter and Harry walk on the other side of the street looking at the building, observing people in suits walking in and out of the main entrance. As they pass the building Harry turns to Peter, "This is a really bad idea!"

* * *

Later that night Peter and Harry meet on W26th st a few blocks down from the building.

"Hey Pete, I tried to get plans for the building like you asked, but they don't exist!"

"What do you mean they don't exist?" Peter asked confused,

"I mean they don't exist, this entire building doesn't exist when you look through the records" Harry explains, "Who would have thought secret government organizations don't publicize details of their existence and building plans!"

"That's not great, lets get to the roof of the building next door and assess our options."

**Unknown building W26th st - New York - Next door**

* * *

Harry and Peter emerge from the fire escape onto the roof of the building next door. They sneak up towards the edge and hide behind a wall.

"Ok Harry so the plan is we'll shoot the suction cap onto that wall over there, I'll climb across and go in through that air-conditioning vent" Peter explains, "Once I'm in I'll find a computer and connect your dongle, allowing you to locate where Flash is being kept."

Harry shakes his head, "It's not like they're going to have a computer file with "Flash Thompson in room 5! How am I supposed to find him?"

"Harry, you'll find him, you're a genius with computers, you'll find a way."

"Pete, this is a secret government organization, I'm pretty sure they're going to have advanced systems that I won't be able to hack."

"You'll be fine Harry, I saw it on TV" Peter says with a wink.

"Once I have Flash I'll message you, kill the electricity then we'll escape!"

"Pete, this is the most top secret agency in the world, they have back up power, their security guards are probably kung fu experts with guns, Flash isn't worth dying for."

"Harry, he saved me in the Auditorium, I can't let someone take the blame for what I've done."

"Ok Pete, If that's the case why don't you just make a scene out the front and they'll see the masked menace is still on the loose?"

"They won't let him go Harry, he's been inside, they'll just make him disappear, you said yourself they make people disappear or forget what they've seen."

**Unknown building W26th st - New York**

* * *

Inside the building there are a number of scientists working on bloodworm taken from Flash the previous day. Mr. Smith walks into the room and asks, "Do we have any answers from the blood work and the strength measurements?"

All the scientists' shake there heads, the head scientist informs him, "Sorry Sir, we have detected no anomalies yet in the blood, and our guest has shown no extreme force on the Dynamometers we have installed on this chair."

Mr. Smith replies, "Ok keep working, I'll speak with our guest!"

Flash sits in a chair; straps that measure his resistance called Dynamometer fasten his arms, legs and chest. Mr. Smith opens the door accompanied by Agent Jones.

"Mr. Thompson, I'm sorry for the manner in which we're meeting today, but we are in need of some answers!"

Flash sobs to himself, "What do you want?"

"Mr. Thompson we want to know how you developed your super strength, and we need to speak about your public displays of that strength."

"What, do you think I'm the masked menace?"

"Masked menace?" Smith asks confused.

"The man who saved me and Liz at school from that crazy guy!"

Smith now turns to Jones who is loosening his tie uncomfortably, Smith motions for Jones to follow him out of the room.

**Unknown building W26th st - New York - Next door**

* * *

Harry organizes his computer and has a remote connection synced with a dongle. Peter has a suction caps connected to rope with a little crossbow.

Peter has picked a place where he will shoot a suction cap and slide down to an air vent. Peter begins to line up the crossbow when Harry interrupts, "Doesn't that air vent have a fan, that's spinning really, really fast? That could be a problem Pete!"

Peter pulls his crossbow back from the ledge and holds it by his side, "Hmmm I didn't think of that!"

"I think we need another plan" Harry tells Peter. Peter throws the crossbow down in frustration, as it hits the ground it fires and the suction cap, and rope goes flying off the other side of the building. Both boys quickly duck and look as the last strand of rope sails over the rooftop.

"Didn't you tie the rope down?" Harry asks Peter, "I thought you were doing that!" Peter replies.

**Unknown building W26th st - New York**

* * *

Smith stands in the hallway questioning Jones, "Are you sure Mr. Thompson saved the girl in the auditorium?"

"Yes, he was wearing a balaclava, he saved her then carried her in his arms"

"Did you actually see Mr. Thompson do anything super human?" Jones is silent, "Was he wearing a balaclava when he left?" Smith continues interrogating Jones who stands silently.

"I thought you were sure Mr. Thompson was the man in the mask?"

Jones replies, "Yeah he was, well I thought he was… I mean I did inhale some of that gas, it got a little crazy for a while!"

"I should have guessed, especially since your report includes a mysterious man with a fish bowl on his head attacking you."

Smith travels to the lunch room with Jones in tow, he sees the rest of his team playing cards, "Someone check the footage from the Midtown High incident, we need to find out who else was in the hallways!"

The three men are silent and look at each other uncomfortably, "Is there a problem?" asks Smith.

One of the men tentatively responds, "We don't have any data from that day, the hard drive was full!"

"The hard drive was full, how did this happen?"

All three men look at Jones who loosens his tie and unbuttons his shirt with extreme discomfort. "Ah well the van has great bandwidth and a great connection, so we downloaded some TV series."

"You used agency equipment to download pirated content and inadvertently jeopardized this entire operation?" Smith asks Jones in an angry but composed manner.

"Yes" replies Jones. Smith looks around at the rest of the team, "Well there's nothing we can do now! Though maybe we can use this situation to our advantage."

Smith walks out of the room and stops as he passes Jones; he looks back and asks, "So what did you download?" Jones is startled, "Um it was Buffy the vampire slayer!" Smith continues, "Which season?" Jones answers, "Season five" Smith smiles, "I love that season, burn me a copy then clean the hard drive!"

* * *

Smith re-enters the room.

"I didn't save Liz, the masked menace did, and he gave her to me to keep safe while he went back to fight that guy" Flash blurts out in a panic.

"Ok Mr. Thompson, do you know who wears the mask?"

"The Masked Menace? Sorry Sir, no one does!"

"They always need a name don't they" Smith mumbles under his breath.

"Mr. Thompson, we require you to find out the identity of this masked menace!"

Flash nods with vigor "Certainly sir, I'll find out who it is"

"Good, what I want you to do is find evidence, real evidence of who it is, not just people you think it might be. When you submit your homework during my class include a piece of paper with the evidence."

"Certainly Sir, anything you want!"

"I need concrete evidence of who is the man in the mask, or balaclava or whatever."

"But does this mean I have to do my homework?" Flash asks.

"If you get us this information, you will pass all your subjects and get into any college you want!"

**Unknown Building W26th st - New York - Next Door**

* * *

Peter and Harry peer over the ledge of the building looking for an alternative entrance. Harry spots a side door opening down the alleyway, "There Pete, maybe we can get in through there?"

As they peer down they see men in suits taking out a blindfolded individual.

"Is that Flash? Harry asks, "I think it is" Peter responds as they peer down and see Mr. Smith emerge from the door overseeing the men take flash into a van and speed off. Smith looks up once the van leaves and both Harry and Peter duck to avoid being seen.

"Ok Pete, lets get out of here, this mission is over!"

"I think you're right Harry!" Peter responds as the two boys pack up their equipment and leave.

In the alleyway an agent approaches Mr. Smith "Sir, we found this object on your car, it seems to be some sort of tracking beacon."

Smith looks at the object, and then looks back up at the ledge of the building next door, "Thank you, I'll investigate this myself!"


	9. First kiss

**Midtown high**

* * *

Flash returns to school and walks through the corridors, Liz stands in the main corridor speaking with M.J. when she sees him strolling down. She stops talking and drops her books in amazement. Immediately she runs over to him and leaps on him embracing him tightly and kissing him.

"What happened to you, they said you had a car accident, we couldn't see you, we…"

"It's all right, it was only a minor accident, a slight concussion" Flash explains. M.J. and a few others surround Flash and listen to his story.

Liz and Flash have a quick second alone before heading off to class, "Hey Flash, I'm really glad you're ok, I don't know what I would have done if you were hurt?"

Flash looks back down into her eyes, "I know, its made me think about what's important in life, what's important to me… you're important to me!"

Liz's face lights up, "Do you want to go out?" Flash asks her, Liz's smile reaches from ear to ear, "Yeah Flash, I really do!" they embrace as a teacher moves them along to class.

At lunchtime Liz tells M.J. and Gwen all about Flash and her seeing each other, "Hey Gwen, I hope you don't mind but Flash and I are going out, your cool with that yeah?" she asks.

"Yeah, I don't care, Flash and I are so in the past!" Gwen replies through grinding teeth. Liz is oblivious to Gwen's displeasure and returns to Flash sitting on a lunch bench.

M.J. and Gwen go for a walk, M.J. has noticed Gwen's mood and talks with her, "You seem pretty upset about Liz and Flash!"

"No, I mean I broke up with him, why would I care who he dates!" Gwen replies, "Is it him your angry with?" Gwen tries to bite her lip, but she impulsively blurts out, "She couldn't hook up with anyone else? Both of them right in my face, she's always wanted to be like me but this is too much!"

"It's Ok to be jealous Gwen, but don't worry you'll find someone!"

"I'm not jealous!" Gwen insists with arms folded. As she does Peter walks past, "Hey Gwen, hey M.J." he greets them, "Hey Peter!" Gwen responds, "Hey Parker!" M.J. adds.

As Peter passes them M.J. looks across at Gwen, "Peter ha? Someone might have moved on already!" she teases Gwen who gives her a friendly shove and blushes in embarrassment.

Flash sits on the lunch bench studying the passing crowd, writing notes he starts with the football team, Seymour? Sean? he writes down. As he scribbles notes Peter walks past, suddenly Flash has a thought, _Peter Parker, could it be him_, Flash jots down Peter's name with dot points below it,

\- Small kid but nearly strong like me  
\- ran really fast from gang

Liz puts her arms around Flash and asks, "What are you doing?" Flash responds, "Home work!"

**Oscorp Tower**

* * *

Peter and Harry sit down during their science class and Peter explains to Harry about today's events, "Flash is back at school, he's telling everyone that he was in the accident and had a slight concussion."

"That can't be true, we saw him taken out of that building, didn't we?" Harry asks Peter, "I thought it was him, but it was a long way down and pretty dark, maybe we were wrong, maybe he did get into a car accident?" Peter replies.

"I don't know, that guy looked a lot like flash, they must have realized he wasn't you, and wiped his memories!" Harry continues to explain; "I saw a documentary on people who had their minds wiped by the men in black!"

Peter is confused by Harry's explanation, "If they had there memories wiped, how do they remember it happening?"

Harry stops to think about Peter's question, "Well they didn't really explain that bit… but it was on TV so it must have some truth to it!"

"I'm thinking Flash was in an accident and we're looking too much into this, our imagination got the better of us!"

"Whatever you say Pete, but if you get dissected don't complain to me!" Harry quips back as they continue their work.

* * *

During the class Peter catches Gwen's eye as she glances back at him, they exchange smiles. Harry notices these exchanges and nudges Peter, "Seems like she likes you, go up and talk to her."

Peter is embarrassed and tries to continue with his work, Gwen leaves her desk to gather more tools for her practical work, as she does Harry takes Peter's tray of flies and pours them into his own, "Hey Pete, you're out of flies, you better go up to the front and get some more!"

Peter peers into his tray and realizes Harry's plan, "Ok Harry I'm going" Peter replies as he tentatively walks to the front of the class where Gwen awaits access to the classes resources.

"Hey Gwen" Peter quietly greets Gwen, "Hey Peter, how's your experiment going?" Gwen replies.

"Really good thanks, how's yours going, you've got scorpions right?"

"Yeah, we're testing their enhanced strength, it's really interesting how the transgenetic recombination has really changed them!" Gwen tells Peter excitedly.

"You're telling me!" Peter responds, "Our spiders are also showing some huge improvements in strength, speed and agility."

"That's awesome, perhaps we should get our arachnids into the ring and see who wins?" Gwen suggests, "That would be cool, though our spiders are so fast Harry needs to enhance the sensors just to measure them, your scorpion doesn't have a chance!"

"So you've got some amazing spiders there do you Peter?" Gwen asks sarcastically, "There more spectacular than amazing" Peter replies to which Gwen rolls her eyes playfully as she returns to her workstation.

Peter returns to his workstation and Dr Connors stands behind two students and peers over at him. Peter catches Dr. Connors gaze, the Doctor smiles towards Peter and gives a little nod of approval as he looks in Gwen's direction.

As the students leave the building Gwen, Peter and Harry walk together to the waiting curbside, Gwen's mother is waiting, and as Gwen enters the car she turns and tells Peter, "I might need an escort to school tomorrow, if you're interested?" Peter is stunned, he nods his head with a huge smile.

**Peter Parker's House**

* * *

As Uncle Ben arrives home with the boys Peter and Harry quickly run up to his room, "I can't believe Gwen wants me to walk her to school, what do you think this means?" Peter asks impatiently.

"Pete, clearly she wants you to ask her out, tomorrow is the day, no more excuses!"

Peter sits quietly, contemplating what is happening. After a few moments coming to terms with his opportunity he nods, "I'm going to do it, tomorrow!"

During dinner Aunt May notices Peter grinning continuously throughout the meal and his overly happy mood, "Peter, you're in a good mood today, what's made you so happy?"

Harry laughs at this question and sees Peter blushing, Uncle Ben comments, "Is it that blonde girl from Science Academy?" Peter turns red with embarrassment, "No, Uncle leave me alone!"

Harry chimes in, "Gwen is her name, and Peter is going to ask her out tomorrow."

Peter looks at Harry with disgust, "Harry, you're not supposed to talk about that!"

Harry laughs along with Ben at Peter's embarrassment, Aunt May claps her hands with excitement, "Oh that's great Peter, I can't wait to meet her!"

"Well done Peter, she seems like a great girl, with her big" May peers over at Ben, waiting for him to finish, "Brain and personality" Ben cautiously finishes.

"Calm down everyone, she'll probably say no, I haven't even asked her yet!"

"She'll say yes Pete, trust me!" Harry reassures him.

"Of course she'll say yes" Ben adds, "Our Peter is a great catch for any girl, we can't wait to meet her."

**Midtown High**

* * *

The next day at school Peter arrives at Gwen's door before school and knocks, Gwen's father answers in his police uniform.

"Who are you and why are you knocking on my door?" Mr. Stacy asks in a stern voice.

"Ah.. um… my name is Peter, I'm here to pick up… um…" Peter stutters in panic, "So you don't even know why you're here boy? I don't think you…"

"Leave him alone dad, Peter is walking me to school!" Gwen interrupts him as she walks by him and out the door. "Nice to meet you sir" Peter tries to farewell Mr. Stacy as he follows her down the footpath.

Gwen and Peter enjoy their stroll to school, discussing scientific issues and politics, finding that they have many things in common. As they approach the main building of Midtown high Peter stops walking and turns to Gwen, "Ah… um… Gwen" Peter begins to speak but is lost for words. His arms tremble and his palms drip with sweat. Nervousness has overtaken his body and he struggles to get a sentence together.

"Do you want to ask me something Peter?" Gwen asks softly and kindly. She takes his sweaty hand and looks Peter in the eyes.

_Come on Peter this is it, just ask her!_

"Would you like to go to the movies with me tonight?" Peter finally asks.

"Do you mean as friends, or like a date?" Gwen replies, Peter becomes more uncomfortable, "Ah… friends, of course!" Peter blurts out trying to hide his disappointment.

"That's really unfortunate" Gwen begins then pauses, "As I was really hoping you'd ask me out on a date!"

Peter's face fills with surprise, "Ah… well I could do a date as well" he replies, "Does eight pm sound good?"

"That sounds great Peter, see you then!"

Gwen gives Peter a kiss on the cheek then heads off to the main building; Peter stands on the spot with a smile covering his face. Never in his life has Peter been so happy. He walks off to class and as he does Sean and Seymour stand behind a tree immediately next to Peter looking at each other in disbelief "Gwen is going out with Peter? Flash is not going to be happy!" Sean tells Seymour.

* * *

Flash and Liz sit on their usual bench, cuddling and canoodling. Sean and Seymour rush up to them, "You're not gonna believe what we just saw!" Sean blurts out with excitement.

"What's that Sean?" Flash asks, "Parker just asked Gwen out on a date!"

Liz and Flash laugh and mock Peter, "He finally managed to talk to her, who would have thought!" Liz mocks him. Sean and Seymour however don't join in with the laughter, "Is there something else you're not telling us?" Flash asks.

"She said yes" Seymour adds, Flash's face fills with jealousy and anger.

"Well she can date whomever she wants, Flash doesn't care, he's with me now!" Liz proclaims to the two boys who reluctantly agree with her. The bell rings for class and Liz follows Sean and Seymour to class while Flash continues to sit on the bench, taking out his notepad:

\- Small kid but nearly strong like me  
\- ran really fast from gang  
\- doesn't wear glasses - contacts?

"Are you coming Flash?" Liz asks him, "Just one minute, I need to finish something!" Flash replies as he writes one more note:

\- Dating Gwen? mind control?  
\- Test him out

At lunch time Flash patrols the courtyard shadowed by Sean and Seymour, "Now we gonna find Parker and teach him a lesson, I told him Gwen was off limits!" Flash growls.

Peter sits underneath a tree eating the lunch prepared for him by Aunt May when Flash stands over him. Peter looks up at Flash, "Hey Flash how's it going?"

Flash bends down and pulls Peter up by the scruff of his neck, "I told you to stay away from Gwen you little freak!"

Peter is startled at first but then when Flash throws a punch Peter catches it with his hand. Twisting Flash's hand and arm Peter forces Flash to let go of his shirt and Peter throws him to the ground. Peter walks over to Flash and stands over him, Sean and Seymour approach from either side, attempting to grab Peter but he's too quick for them. Peter steps back and grabs Seymour's arm and belt lifting him up and throwing him into Sean, the two fall over in a heap. Flash sees Peter's strength and ease at disposing of his friends, he stands up and faces Peter, "Ok Parker, time to see what you're really made of!"

Flash charges at Peter who moves slightly out of his path and flips him into the tree, Flash tries to get to his feet but Peter holds him down, placing a hand on his shoulder. Peter then pulls him up and punches Flash in the stomach, "Now how does it feel Flash? How do you like it?" Peter continues to punch him in the stomach as Flash coughs trying to get his breath back.

"Parker!" a voice booms from behind, Peter turns around and sees Mr. Daniels, "My office now!"

Flash slumps beside the tree as Sean and Seymour ask how he is, "I'm OK just need a minute" Flash replies as he pulls out his notepad. He looks down at it and writes down an additional point

Peter Parker?

\- Small kid but nearly strong like me  
\- ran really fast from gang  
\- doesn't wear glasses - contacts?  
\- Dating Gwen? mind control?  
\- Test him out = Really strong, just beat us up EASILY!

* * *

Peter sits in Mr. Daniels office being lectured about fighting; he hangs his head low not looking at Mr. Daniels as he yells. Uncle Ben arrives at the front of the principals office and collects Peter, he apologizes to Mr. Daniels then leaves with Peter, his face is full of anger and disappointment.

Mr. Smith enters Mr. Daniels office after the two leave "Mr. Daniels, can I ask about the incident today involving Flash Thompson?"

"Mr. Smith, it was a minor fight, it has happened a lot over the years, nothing to be concerned with"

Mr. Smith walks out to the front of Midtown high to the parked van.

"Get me the footage from the school yard over the last hour!" Smith demands abruptly. The agents in the back of the van review footage until one finds the footage of the fight. All the agents huddle around watching the screen but unfortunately the camera view doesn't show much.

"Don't we have any other cameras in that area?" Smith asks

"Sorry sir there all focused around and in the main building" one of the agents responds. Smith shakes his head and leaves the van heading back to class.

**Peter Parker's House**

* * *

During the car trip home Ben doesn't speak a single word to Peter. Ben's disappointment is clear, so is his anger. As the two enter the house Peter begins to walk up to his room when Ben stops him, "Peter, we have to talk!"

"Uncle Ben I just…"

"Peter I need you to listen to me" Ben takes a long pause, "I know things have been hard for you at school, I remember the changes you go through as a teenager, you become stronger and feel invincible."

"You don't know the types of changes I'm going through!"

"That's what every teenager thinks, but what you need to realize is as you grow and change into a man, you also need to bare the responsibilities of a man."

"I have, I'm taking control of my life like you told me, I'm taking the power back into my own hands!"

"And that's great Peter, but when you take back that power you also have to use it in a right way."

"Right way, I did use it in a right way, I defended myself like you told me!"

"Peter, what I heard wasn't defense, it was bullying!"

"It was payback… no it was retribution!" Peter scowls at Ben with anger.

"Peter just because you have the power to do something, doesn't mean you should, with great power comes great responsibility!"

"I am responsible!" Peter fires back angrily.

"No Peter you're not!" Ben yells in anger. Peter is startled by Ben's outburst; he's never heard Ben yell in anger. Peter turns and rushes up to his room, "You're grounded!" Ben yells back after him.

* * *

Peter lays in bed angry with his uncle, _I just defended myself, its Flash's fault not mine, I can't believe I tried to help that bonehead._

Peter hears his phone vibrate and sees a message from Gwen

[I heard you got suspended, are you ok?]

Peter smiles as he sees the text, [yeah I'm ok, just a couple days off :-)]

[So I guess we aren't meeting tonight for the movies?] Peter stares at the message and contemplates what to do, [No we're still on, see you at 7]

Peter stays in his room the whole afternoon until it gets close to seven. Peter then sneaks out his bedroom to check that his Aunt and Uncle are busy watching TV and he sneaks out his bedroom window, and heads to the cinemas.

**Forest Hills**

* * *

On the way to the cinemas Peter notices a man in a breaking into a car. Peter stops for a moment and stares at him, _Should I do something, call the police? _The car thief looks up and stares directly at Peter, "What are you looking at kid?" he asks.

Peter looks down at his watch and realizes he's running late, he continues on his way and forgets about the man. Peter jogs down the street to make the cinema in time.

Gwen is waiting out the front of the cinema; she looks quite annoyed, as she has been waiting for Peter.

"Hey Gwen, sorry I'm late, had some trouble getting out."

"I'm surprised you could make it, I thought you'd be grounded for sure!"

"Well I kinda am, but don't worry about that, lets see this movie!"

Gwen is slightly unnerved by Peter's admission, "So what are we watching Peter?"

"It's a comic book movie, well it's a reboot of a older comic book movie," Peter tells Gwen excitedly as they enter the movies.

**Peter Parker's house**

* * *

Uncle Ben sits down watching his beloved New York Yankees on TV when May approaches him, "I think you should talk to Peter, you need to sort this out Ben" May interrupts him.

"May it's game four of the World Series, I'm watching the game!" Ben replies annoyed by the interruption.

"Ben, this is more important than a sports game!" she angrily tells him, "Now go up there, apologize for yelling, and speak with him!" she stands in front of the TV blocking his view.

Uncle Ben reluctantly goes upstairs and knocks on Peter's door but he hears no answer. He then opens the door and calls for Peter but he's nowhere to be seen. Ben rushes down the stairs, angrier than ever.

"That boy, he's snuck out of the house, I'm going to give it to him now!" He tells May as he storms out the house, "Ben wait a minute!" but Ben is already storming out to his car.

**Forest Hills**

* * *

Peter and Gwen emerge from the cinemas, "So what did you think of the movie?" Peter asks, "Um, it was alright, but some parts of it didn't really makes sense."

"Yeah, I know what you mean, its just a money maker for the studio it could have been so much better!" Peter remarks with a slight hint of disappointment.

As Peter walks Gwen home they talk about growing up in Forest Hills, Peter mentions the seventh grade science fair where he built a model showing how dinosaurs were fossilized.

"That's funny Peter, I had an entry in that fair as well" Gwen remarks.

"I remember, it was a model showing the greenhouse effect, it was great!" Peter recalls enthusiastically. Gwen smiles, almost blushing, "I can't believe you remember that Peter, I won an award for that she proclaims proudly.

"Yeah I remember, it was so great our house changed how we did everything, from turning off lights to recycling."

Gwen is beside herself, "You did that because of me?" Gwen asks.

"Well I did it because I didn't want the world to end, but yeah it was because of you."

Gwen stops walking as she's overcome with affection for Peter, he sees her for who she really is, she realizes this and leans over and kisses Peter passionately on the lips. Peter freezes and doesn't kiss her back, he stands stunned, eyes wide open.

Gwen lets Peter go and looks up, "That's my house, thanks Peter I had a great night, see you tomorrow."

Peter can't believe what's just happened he walks home with a skip in his step, overjoyed, swinging on light poles. He turns around the corner to his street thinking, _I can't believe Gwen kissed me, my first kiss._

Peter approaches his house and notices a police car out the front, he runs to the house and bursts through the front door where a police officer is speaking with Aunt May who sits on the couch.

"What's going on, what's happened?" Peter asks frantically, "Where's Uncle Ben?"

"Son, I'm sorry to inform you that your Uncle has been shot!"


	10. Revenge

**Peter Parker's house**

* * *

"How did this happen?" Peter asks, tears streaming down his face.

"Your uncle was the victim of a car jacking!"

"Car jacking, what do you mean?" Peter asks confused and angry.

"Ben went looking for you when you weren't in your room" Aunt May replies.

The realization sweeps over Peter, _This is my fault_, his body becomes numb with dread, and he mumbles to himself, "This is all my fault, I did this"

"Peter, Peter, it's not your fault, you didn't drive the car, you didn't pull the trigger!" May pleads with him, running over to him and hugging him tightly. Peter doesn't react, standing frozen on the spot. The officers escort May and Peter to their squad car, as they leave the house Anna Watson from next door walks out, "May, what's happened?" she asks, "Ben's been shot, we're going to the hospital!" She replies much to Anna Watson's horror. The officers drive Peter and May to the hospital.

**Parkway Hospital**

* * *

May and Peter enter the waiting area of the hospital accompanied by the police officers. They sit down, anxiously waiting for news of Uncle Ben's condition. Peter places an arm around his Aunt, she speaks quietly to herself, praying for Ben's life.

After an hour of waiting, a doctor walks into the waiting room, "Mrs. Parker?" he asks, May looks up at him, exhausted and full of dread.

"Yes" she replies tentatively, "Mrs. Parker your Husband is in a stable condition!"

Aunt May and Peter embrace each other and cry tears of joy "Oh thank you lord!" May cries out in delight.

Peter and May wait to visit Ben, as they do M.J. and her Aunt Anna walk into the waiting room with flowers.

"Oh May I'm so sorry to hear, how is Ben?" Anna asks, "He's in a stable condition, he should be ok" May replies with a saddened smile.

M.J. approaches Peter and gives him a warm hug, "How are you doing Peter?"

"I'm ok M.J., I was really scared for a while there!" he responds with sadness in his voice. "I can message Gwen if you'd like? I know you two are close these days!" she asks him, Peter smiles, "Ok that would be nice thanks" then suddenly realization sweeps over Peter, "Oh no, Harry." Peter messages Harry telling him what has happened, immediately Harry responds and heads to the hospital.

As Harry arrives he immediately comforts Aunt May and asks how she's doing, he also speaks with Peter, ensuring he is all right. As they speak a nurse from the hospital enters the waiting room, "Mrs. Parker, your husband is awake, and making lots of bad jokes!" she informs them.

"That sounds like our Ben" May replies, the nurse invites family only to visit Ben. May and Peter begin to enter whilst Harry stands back, May turns to Harry and motions for him to come in with them.

May approaches the bed and takes Ben's hand in her own. She begins crying, seeing Ben hooked up to all those machines has really made it hit home for her. Peter comforts May whilst Harry stands at the other side of the bed and asks, "How do you feel, are you in much pain?" Harry asks.

"I feel great, they've got me on morphine, I feel like its '69 all over again" Ben jokingly replies, clearly still in a lot of pain.

"This isn't funny Benjamin Parker! You gave me a fright today, I don't know what we'd do if we lost you" May replies with frustration, but also relief.

"Don't worry about me May, I've still got to see the Yankees win the world series, and meet this girl Peter keeps talking about!"

"Well the Yankees won tonight, only one more game to go" Harry tells Ben, "But sorry I can't help you with Gwen, that's all Pete's department."

Peter blushes, "I'll see what I can do Uncle, maybe when you get out of hospital."

As the four sit and chat two police officers enter the room, "Excuse me Mr Parker, we need to speak with you regarding the incident" one of the officers asks as May and the boys exit the room.

* * *

After the police question Ben they emerge from the room with a sketch of the assailant, Peter approaches the officers and peeks over their shoulders to look at the picture. Instantly he recognizes the face, it's the car thief he saw on the way to the movies. Horror and guilt fills Peter as he realizes he caused this, not only by leaving the house, but also by not doing anything about the car thief.

The police officers notice Peter and explain to him what happened:

"Your Uncle was stopped at the lights when a stolen car being chased by police collided with another vehicle in the intersection. The criminal escaped from his car and took your uncle's car shooting him when he resisted.

Captain Stacy charges down the hallway with two officers in tow, he walks directly over to the police officers with the sketch and recognizes Peter standing next to them, his attention is diverted.

"Peter, I'm very sorry to hear about your uncle, I'm glad he's doing well!"

"Thank you sir, its quite a shock" Peter replies.

"Don't worry son we'll make sure justice is served!"

Captain Stacy takes the two officers and sketch a little further down the hall for privacy and looks at the sketch. Peter overhears the conversation and hears captain Stacy explain, "This is the sketch?" Captain Stacy asks the officers, "Yes sir this is it."

"That looks like David 'Blue' Skyes to me!" Stacy exclaims, "Who sir?" one of the officers asks, "He's one of the Maggia crime family."

Peter fills with rage, _I'm going to make sure this doesn't happen to anyone else, he's going to pay._

Peter leaves the hallway and joins May and Harry, "Hey Harry can I speak with you" he gestures for Harry to follow him down a hallway.

"Harry its all my fault, I saw the guy who shot Uncle Ben stealing the car before the incident and did nothing, I left the house and Uncle Ben was looking for me, I was…"

"Ok stop there Peter, it's not your fault!" Harry interrupts, "It's the criminal's fault, he's the one who should pay, not you!"

"Yeah well the police are onto it, what can we do?" Peter asks.

"We can do what the police can't, you have been given great power its time you put it to use!"

Harry's words resonate with him, _I have great power, and with that great responsibility!_

"I have a name, David 'Blue' Skyes"

"Ok Peter, I'll do some research and put the word out through my contacts."

"Contacts? What contacts do you have Harry?" Peter asks skeptically, "You'll see Peter!"

* * *

The next day Peter and May wait to get access to visit Ben, Peter walks up to the vending machine to get some food when he sees Gwen walking up the corridor. She runs up to him and hugs him tightly, "Oh Peter, I'm so sorry to hear about your uncle."

"Thanks, it's been hard but he's doing all right" Peter replies, smiling for the first time during this ordeal. "My dad told me all about it, I can't believe this happened" Gwen pulls out some flowers from her bag, "These are for your uncle, I hope he likes them."

"Thanks Gwen, I'm sure he will, if you wait around you can give them to him yourself" Gwen frowns, "Sorry Peter, I've got to get to class, maybe tomorrow?" she asks, "That would be great, I'm sure he'd like that."

Peter receives a text message from Harry as he sees Gwen off, [I've found him, meet me at central station 8pm tonight. Wear good shoes and dress up for a night on the town]

**Grand Central Station**

* * *

Peter meets Harry at grand central, Harry is dressed for a night on the town, Peter is dressed with plain black shoes, suit pants and a dated collar shirt, "Peter I said wear good shoes and dress up if you were going out, not like you're going to a wedding!"

"This is the only outfit I had that I can wear with these shoes."

Harry shakes his head, "Lets see how we go, I hope this is going to work!" Peter follows Harry as he heads down the road, "You hope what is going to work?"

"Peter my contacts have given me information that Blue Skyes is hiding out in one of the Maggia night clubs called Marquee. We need to go in and find out if he's there.

Peter looks oddly at Harry, "You really have contacts?"

"Well actually I paid people who have contacts, but anyway we need to find out if he's in there, and if so we can follow him and find out where he's hiding out!"

**Midtown - New York**

* * *

The two boys turn down an alleyway, Harry stops Peter and points down the alley towards a sign lit up with Marquee Nightclub, withtwo security guards standing beneath it in suits.

Peter looks at the sign and security and becomes nervous, "We're not going in there, are we Harry?" he asks tentatively.

"Come on Pete," urges Harry, "there's nothing to it! Don't be worried, I have it all sorted."

"But I don't have an ID. I can't get in." Peter protests.

"Don't worry Pete I've had one made for you." Harry hands Peter a fake ID with his photo, but with the name Ben Reilly.

Peter looks at it perplexed, "Who is Ben Reilly, and where did you get my photo from?" he asks curiously.

Harry answers with a chuckle, "I got the photo from Facebook and the name…" Harry pauses, "It's basically your middle name and Aunt May's maiden name!"

"They'll never fall for this Harry." Peter insists, "I don't look 21. I don't even look 18!"

As the boys approach the bouncer closest to them, a short muscular man, laughs, and looks across to his partner, much taller, "Look at these two, they're kids, way too young." The second bouncer shakes his head in disbelief with a smile.

Harry hands their IDs to the first bouncer, he takes one look at them and hands them back, "They're fake. You can't get in!"

Harry smiles and holds up his ID to the bouncer, "Did you read the name? Harry Osborn, son of Norman Osborn," he says whilst intensifying his gaze on the bouncer.

"You've heard of him I assume? You see that big building behind me?" The bouncer looks behind Harry at Oscorp Tower, rising above all the surrounding buildings, "We own that, we own lots of things, we are a very powerful family!"

The bouncers look at each other unsettled, "So I suggest you let us in, or there will be consequences" Harry continues.

Harry's gaze is totally focused on the first bouncer, who stares back not saying a word. "Sorry kid, rich dad or no rich dad, you still can't get in!" the second bouncer interrupts.

Harry looks at the second bouncer in disappointment, "Really, come on."

The bouncer shrugs his shoulders, "How about fifty dollars?" Harry asks.

The bouncers go quiet and glance at each other, "Each!" Harry exclaims.

"Ok, you can go in" the first bouncer tells the boys. Harry subtly places two notes in the first bouncer's hand as he walks past.

The boys are filled with apprehension and excitement, dance music is playing, lasers flash across the room and a variety of lights and colors flicker matching the music. The boys walk through the main doors and look over the dance floor, which is full of people.

"Well, this should be easy!" Peter quips sarcastically. The boys walk through the crowd, bumping and pushing through the mass of bodies. Peter looks through the crowd, trying to spot the man who shot his uncle. As he peers through the crowd he spots a group of men sitting in a booth at the far end of the club. They are in a private area but through the bodies Peter glimpses a face, the face of David Blue Skyes.

"That's him, Harry, That's him!" Peter yells into Harry's ear over the blaring music, pointing to the booth. Harry nods to Peter then looks around, searching for something.

"What do we do now?" Peter asks, "Just wait here" Harry replies as he slips away into the crowd. Peter stands on the spot, staring at the VIP area, he sees Skyes drinking and laughing, and becomes enraged. _How can this man be laughing and enjoying life while my uncle is in hospital, he's going to pay!_

Peter's anger fills his head, he can think of nothing more than revenge, Peter moves through the crowd, pushing people out the way, heading directly for the VIP area. Skyes looks into the crowd and sees Peter approach, bumping people out the way, as their eyes lock suddenly the fire alarm sounds and the clubs patrons begin to panic and flee for the exit, scrambling over each other. The guests in the VIP area quickly move for the exit and escort Skyes, like secret service men protecting the president. Peter moves through the panicked crowd, shoving people out the way and following Skyes and his men out of the club.

As Peter emerges from the exit he sees Skyes and his men ducking down an alleyway, Peter follows them putting on his ski mask.

Two of the patrons from the club were undercover police officers and get caught outside in the crowd. They just manage to see Skyes and his men running away being pursued by a man in a balaclava. One of the men pulls out his phone and calls base as the other takes chase, gun at the ready.

"Skyes has left the club, he's on the run, and being chased by a man in a ski mask"

"Ten four, could you repeat that" the operator on the other side asks.

"Skyes is on the run and heading west on 39th street, send all units!"

"Copy that, all available units to 39th street" the operator orders and sirens light up around the area.

**Unknown Building W26th st - New York**

* * *

Mr. Smith sits in his official office in the secret NY headquarters building, sorting through an array of vintage collectibles when the phone rings, "Sir we've intercepted police transmission about a ski mask man chasing a known criminal, two blocks from here."

Smith's eyes light up, "Scramble a team immediately!" he replies and rushes out of the office.

**Midtown - New York**

* * *

Skyes and his men jog down the alleyway but Peter catches up to them quickly and punches one of Skyes men from behind so hard that he flies past those running in front of him and crashes into a line of trashcans.

The three remaining men stop mid-stride and gasp in horror at what they've just witnessed. They spin around and see what appears to be a small man in a balaclava, dressed in a cheap dinner suit.

"Who the hell are you supposed to be, the devils apprentice? One of the men asks. Peter instantly slides forward and kicks him in the chest sending him rolling into the rubbish pile with his friend. Skyes' other bodyguard throws a punch at Peter who easily avoids it and flips the man over his shoulder and slams him into the ground like a rag doll.

Peter then turns and stares at Skyes, his eyes wild with rage.

"You thought you could get away with it? You thought you wouldn't pay!" Peter screams at him with fury.

"What are you talking about? I don't know…" he replies but Peter grabs him by the throat and slams him against the wall. Skyes struggles to break free throwing punches and clawing at Peter's ski mask; Peter lets go of his throat and throws him across the alleyway into the other wall. Skyes tries to get up and run away as bright lights fill the alleyway, two squad cars drive down following the undercover police officer that is in pursuit.

Skyes hobbles towards them, "Help, help" he calls out, coughing and splattering as he does. Peter sees the police officer approach with a drawn weapon; he points it at Skyes who lies on the floor with his hands above his head. The other police officers exit their squad cars and help arrest the men. They however quickly turn their attention to Peter who begins backing away, he turns to run but sees that there are black vans blocking his exit and Mr. Smith and a number of his agents are quickly approaching with tazers drawn.

Peter looks both ways; men surround him with guns pointing at him. Peter looks up at the fire escape that is 9 feet from the ground, with a single leap he springs into the air and grabs hold of the railing and pulls himself up. As he does the agents begins firing at him, hitting the fire escape and missing him. The police officers pull there guns on the agents and order them to place there weapons on the ground. Mr. Smith looks up at Peter scurrying up the fire escape and orders his agents to put down their guns.

Peter arrives at the rooftop and quickly searches around for somewhere to run, somewhere to hide. There is nowhere, but he does look across the alleyway at a rooftop slightly lower than the one he's on. Peter contemplates what to do, he looks down at the police lights flashing and sees more squad cars and black vans arriving.

_I've got to get out of here, just believe Pete you can do it!_

Peter backs up, takes a running start then jumps over the alleyway, clearing the gap easily and landing on the next roof. Peter then continues running to the next two building jumping from roof to roof. He then approaches a much taller building, he can't jump that high but there is a fire escape. Peter feels uneasy about this jump; landing on a roof is easier than landing on a fire escape.

_Come on Pete you can do this, you've got to get out of here!_

Peter backs up again and takes a running jump landing on the fire escapes platform.

_I did it, I can't believe I just did that._

He peers into the window and sees a woman dressed in a towel singing in her lounge room. Peter stops and stares at the woman who turns to look out her window and sees a man with a ski mask, she screams in horror.

Peter panics and rushes down the fires escape to the alleyway bellow. Once Peter reaches the alleyway he takes off his ski mask and takes his jacket off. As he walks down the street he notices squad cars and vans driving around the area but Peter blends into the crowd and catches a subway.

Peter calls Harry, "Where are you Harry, are you ok?"

"Where am I, where are you? Why did you disappear?"

"I went after him, but the police got him" Peter says slightly disappointed.

"That's great, now he'll be punished, we got him" Harry responds, though Peter is silent on the other end, "Isn't it great Pete?"

"I wanted revenge, he needs to pay!" Peter replies with anger.

"He will Pete, he will now."

**Parkway hospital**

* * *

Peter and Harry return to the hospital to check up on Ben. The two boys enter the room and find it filled with police detectives and Captain Stacy.

"What's going on?" Peter asks, "It's alright son, we've caught the man who shot your uncle, he's been positively identified and will go to trial" Captain Stacy replies.

"That's great news sir!" Harry enthuses as he nudges Peter, "Yeah great, but what's going to happen to him?" Peter asks.

Captain Stacy looks across at Ben awkwardly then speaks, "The man who shot your Uncle is a known member of the Maggia crime family. He was fleeing an attempted assassination on a rival Chinese gang leader."

"So what does that mean?" Peter asks confused, "What that means is the bullet used to shoot this gang leader has been matched to those from your uncle, and the identification of that shooter by your uncle will mean significant jail time for both crimes" Captain Stacy answers.

Peter roles his eyes, "What five years then good behavior?"

Captain Stacy shuffles uncomfortably and looks across at his detective, "Actually this man is responsible for a wave hits, his connections to the Maggia are deep and his conviction could bring down a large part of the Maggia!"

"Whoa, that's intense, is it safe for Ben?" Harry asks, The detectives peer at each other again uncomfortable, "We will make sure he's safe!" Captain Stacy reassures Peter with confidence. The Detectives and Captain Stacy leave the room as Peter and Harry speak with Ben.

"This is crap, they're going to offer him a deal and he'll get off! He needs to pay" Peter tells Ben full of anger, "You can't go around taking revenge, we can't become like them, we must be better, stand up for what is right."

"And what is right?" Peter retorts frustrated, "Justice is right! Peter, Justice."

**Maggia restaurant - Hells Kitchen**

* * *

In a private room of a restaurant in Hells Kitchen, New York, a group of Maggia crime family members meet to discuss the situation with Blue Skyes arrest.

A head boss Silvermane speaks, "We can't let Bluey talk, if he does our whole operation is in tatters!"

"Maybe we can pay off a police officer and break him free?" another boss Hammerhead suggests.

"We have lawyers that can fix the Jury and alter the evidence, we've done it before" Silvermane ads.

The group discusses and argues what should be done but the discussions turn to silence as a giant figure enters the room. The bosses from the most feared crime gangs in New York cower in fear as his red eyes stare at them.

"There will be no trial, leave no loose ends, my employer demands it!" he booms with a deep and sinister voice. The giant figure stares intensely at each boss then leaves the room.

"Find out everything the cops know, we need to stop this going to trial" Silvermane announces and the room goes into a frenzy of activity ringing their contacts.

"Sir, they have a witness, he's the key to the case" one gang member announces after a phone call to his police contact, "Then we start by eliminating him!" Hammerhead says.


	11. With great power

**New York Police department**

* * *

Captain Stacy enters the interrogation room followed closely by his most trusted officer, Sargent Frank Castle, an ex-marine and expert interrogator. Castle is an imposing figure, a large muscular frame, a weathered face that's seen many harsh days in the sun and a number of scars from many years of battle.

Captain Stacy sits silently across the table, fixating his stare on Skyes, whilst Castle stands beside him, peering down over his large chest.

"You ain't got nothing on me copper, I ain't saying nothing" Skyes blurts out.

"Would you like a coffee Bluey? I'm just about to get one" Captain Stacy asks, Skyes doesn't respond as Stacy leaves the room. Skyes looks up at Castle, "What are you, Bad cop?"

Captain Stacy walks over to the coffee machine and pours himself a coffee, he speaks to a fellow officer asking how their week has been. When he returns to the room Castle is standing in the same position, arms crossed with a sinister grin on his face. Skyes is shaking, his eyes dart from left to right, and he doesn't look Stacy in the eyes as he returns to his seat.

"Now Mr. Skyes, we'd like to have a chat about your associates" Stacy asks in a formal tone, "ok, ok sir, anything" Skyes replies with a whimper.

**Peter Parker's House**

* * *

Ben is returning home, both him and May are being driven home from the hospital by M.J.'s Aunt Anna. Peter, Harry and M.J. arrange some basic decorations, some tinsel and a welcome home sign for his arrival.

As they put on the finishing touches M.J. gets inquisitive "So what's going on with Gwen?" she asks Peter, "Ahh, um what do you mean?" Peter replies nervously, "I heard you two went out on a date, are you guys dating?" M.J. continues to drill him.

Peter begins to blush, he looks away avoiding M.J.'s gaze, "Maybe, I don't know, it happened just before all this, I don't really know" Peter replies bashfully.

"Yeah those two are all over each other, messaging calling…" Harry joins in, "Shut up Harry" Peter interrupts.

"You guys make a good couple… well from a brain point of view maybe" M.J. pokes fun at Peter, playfully shoving him. Peter laughs sarcastically, "Well you know what they say, big brain big…" just as Peter speaks May, Ben and Anna walk through the door.

"Welcome Home" Harry yells out, startling Peter who turns his attention to the door. They all take turns gently giving Ben a hug as Peter helps him to the couch.

"Ah this is the life, beer, sport and my favorite chair" Ben announces as he lays back in his recliner chair. "There will be no beer for the next few weeks Benjamin Parker, you'll be doing nothing except eating good food and getting better!" May shouts back to him as she walks to the kitchen. Ben leans across to Peter and whispers, "We better be getting takeaway then," May calls from the hallway "I heard that."

* * *

Later on that evening there is a knock at the door, Peter answers and two police officers stand at the door. They inform Peter and May that there will be a squad car outside there house 24 hours a day and that there will be constant patrols of the neighborhood. They also leave an emergency panic button with them in case of an emergency.

Aunt May sits down with Peter and Ben and explains her reservations about Ben testifying, "Ben, I know you want to do the right thing but it's too dangerous, look at the security they have us under, it's not safe!"

"She might be right Uncle, these guys are serious, maybe its best to let it go" Peter adds. Ben looks at both of them and shakes his head, "I can't do that, what kind of a role model am I to Peter if I do that? How will we ever be free of these people if nobody will stand up to them?"

"Ben, they own the police, they own the courts" May explains with anxiousness, "It's ok May, I believe in Captain Stacy and his team, but more, I believe in justice, and the only way for justice to work is for people to believe in it, to stand up for it"

"We aren't going to talk you out of this are we?" May asks despondently, "Not this time May" Ben replies.

**Midtown High**

* * *

Peter leaves for school the next day, his first day back since his suspension, as he steps off the front porch he looks past the parked police car to a slow moving black car. The window is wound down and a man in a suit smoking a cigar peers out at him, he points to Peter and makes the action of firing a gun at him. Peter freezes, _They know where we live_. The car drives off as Peter looks back at his house, pondering whether to tell his Uncle and Aunty, he looks at his watch and realizing he doesn't have much time hurries off to school.

As Peter arrives at school Gwen and M.J. are waiting for him, once the spot him they rush over and hug him.

"It's so great to have you back Peter" Gwen tells him with relief.

"Thanks guys" Peter responds blushing, "So Peter, my dad has invited you over for dinner" Gwen tells a stunned Peter, "He's talked really highly about you and your uncle" Peter struggles to respond, "Your dad wants me for dinner?" Peter asks, "Yeah he does, and I want you to come around as well," Peter is now lost for words, he doesn't respond "I'll take that as a yes" Gwen finishes, Peter nods smiling broadly.

Students that have never spoken to Peter welcome him back, word has gotten around about Peter's uncle. As they do Flash and Liz approach, Peter notices Flash and tenses up, anger rises through his body as he recounts why he was suspended.

"Hey Parker, I'm really sorry about your uncle, I hope he's doing ok" Flash tells Peter who is momentarily surprised, "Ah, thanks Flash" Peter responds, not quite knowing how to respond, "Yeah I'm glad that he's all right Parker" Liz adds.

"I heard Gwen saying they got the guy and your uncle will testify against him, one of the Maggia, that's really brave of him Parker, you must be proud" Flash's praise of Peter's uncle catches Peter off guard, "Yeah, we are" Peter replies.

After a brief discussion the bell rings and everyone heads to class, as they do Flash grabs Peter's arm and holds him back, Peter looks suspiciously at Flash, "Hey Parker, I'm sorry about getting you suspended the other day, no hard feelings?" Peter's anger rises again, _Flash got me suspended, that's when all this happened, its his fault really_.

"You just stay out of my way Flash, if it wasn't for you my uncle wouldn't have got shot" he replies through clenched teeth brushing Flash's hand off his arm.

Peter's rejection of Flash's apology angers him, Flash is frustrated as Peter moves towards class, "I'm not the only one that should watch out Parker, I heard the police are closing in on the Masked Menace" fear engulfs Peter, _He knows who I am_, "Well I don't know anything about that" Peter responds tentatively,

"And they're not the only ones!" Flash adds as he walks past Peter to class, Peter stares at Flash in horror.

* * *

Peter leaves the schools main doors after finishing school for the day, as he does Mr. Smith approaches him, "Mr Parker, could I speak with you for a second?"

_Oh no, they know_, Peter thinks as he contemplates what kind of experiments there going to perform on him.

"Um, yes Sir" Peter replies, "I heard about your uncle and I just want to say I'm sorry to hear of such tragic accident, I'm glad to hear the authorities got the man responsible."

"Thank you sir" Peter tentatively responds, the two stand for a second in an awkward silence, "I heard that a masked vigilanty brought the culprit to justice, these people can be dangerous" Mr. Smith explains to Peter, studying his reaction, "Well I'm glad he's after the bad guys" Peter responds leaving Mr. Smith.

Mr. Smith watches Peter as he walks away pondering to himself, _Could this kid actually be a super human_?

**Maggia restaurant**

* * *

Silvermane meets with two of his men, they report that the police have the place locked down, police patrol the block and two men stationed at the front.

"How are we going to get to him? We can't exactly shoot up a suburban neighborhood?" One of the men asks.

"Do you want to be the one to tell HIM we failed?" Silverman replies frustrated.

"Ah, no" he answers tentatively, "Then take him out, take out the cops, take out the neighbors, I don't care!" Silvermane yells at him with frustration.

Silvermane's phone rings, he looks down at the number and storms off into a back office answering, "yes sir, what can I…" Silvermane is interrupted, "Why is that old man still alive?" the deep sinister voice on the other end asks.

"Sir, we're working on it now, we are…" again Silvermane is interrupted, "I don't want excuses, I want him gone, or else the project will be given to someone who isn't incompetent" the phone hangs up and Silvermane turns pale with fear.

**Gwen Stacy's house**

Peter arrives at Gwen's house knocking on the door, Gwen's mother greets him and introduces him to the family. Gwen's father is warm in greeting Peter asking him how his Uncle is doing.

They sit down for dinner and Gwen's father speaks to the family about how so many people won't cooperate with the police, and how this hinders them from keeping bad people of the street. He then boasts of the courage of Peter's uncle, "He's one of the most courageous men in this city, standing up for what is right" Captain Stacy tells the family, he acknowledges Peter "We should all be like him, If he's nephew is anything like his uncle I'd be happy for my daughter to date him" Captain Stacy finishes, Gwen turns red with embarrassment.

"Dad, we're not dating, we're just friends."

"Sure you are dear" he replies with a wink.

Captain Stacy explains to the family that it's nearly impossible to get any evidence against these Maggia crime families, or get anyone to testify. The fact that Ben is testifying will be a huge blow to the crime family.

Peter becomes concerned with all this talk about Maggia and what they're capable of. He thinks back to this mornings event outside his hours.

"Sir, is it safe for my Uncle, I'm worried something might happen" Peter asks, "Peter, I can assure you we have given your uncle the best officers to protect him. I've assigned the best officers from my squad to his protection, you don't need to worry" Captain Stacy reassures him.

"This morning I saw a car drive past, one of the men made the motion of a gun firing at me!" Peter explains, the rest of the family are horrified by this admission, "Don't worry Peter, they're just trying to scare you, we are monitoring them all the time."

Peter is uneasy and isn't convinced, "But they know where we live!"

"If your uncle would let us take him into protective custody that would be much easier, but rest assured we have the situation in hand, we are professional police officers, we do this for a living" Captain Stacy jokes trying to lighten the mood.

After dinner Peter thanks everyone and Gwen walks him out the front. As the two talk briefly Gwen leans over and kisses Peter who this time kisses her back. They embrace for a minute before Gwen wishes him good night, Peter is overjoyed, but confused, "You told your dad that we're not dating, but…" Gwen smiles and kisses him softly on the lips, "Lets just keep that between you and me" she answers then heads back inside. Peter walks away on top of the world.

When Gwen returns inside the house Captain Stacy sits on his couch flicking through television stations and remarks, "Just friends ha?"

**Peter Parkers house**

* * *

So how did dinner go?" Ben asks Peter as he arrives home, "Oh yes tell us everything" May jumps in excitedly. "It was just dinner, we talked about things, school, your trial" Ben is suprised, "really, what did they say?" Ben asks proudly, "Captain Stacy said you're a hero for testifying and standing up to these guys" Peter explains.

"A hero, I like the sounds of that" Ben boasts much to May's displeasure.

"So when are we going to meet this lovely young lady? Does she like baseball? The Yankees play tomorrow" Ben asks, "Sorry uncle, I don't think she likes baseball, but you'll meet her soon!"

* * *

The next morning Ben is scheduled to attend a pre-trial hearing, Aunt May has been up early fixing him breakfast. Peter greets them both in the kitchen, "Hey guys, all ready for the big day?" Peter asks.

"Yankees to win the World series, you bet I'm ready!" Ben replies.

"No I mean the trial, remember that little thing!"

"It's only a pre-trial, nothing major" Ben replies, "Nothing major? Benjamin Parker you take this too lightly, these people are dangerous you shouldn't get involved!" May growls at him. "May, we've gone through this, they're bullies and we don't stand for bullies in this house!" Ben says emphatically, looking at Peter who nods in agreement.

"Well I don't want Peter to go, he shouldn't be exposed to this" May continues her protests, "But I want to go, to support Uncle Ben" Peter complains, "I want him to come so that he can appreciate what is happening here, so he can understand why it's so important. May begrudgingly accepts and gives both a big hug as they leave.

**New York City Supreme Court**

* * *

As Uncle Ben and Peter arrive at the New York City Supreme Court escorted by four police officers. They meet Captain Stacy and a lawyer in a suit holding a white cane and wearing dark glasses.

"Hi Ben, I'd like to introduce you to your Lawyer Mr. Matthew Murdoch." Ben shakes his hand and Peter notices that the lawyer is blind.

"Excuse me, but our lawyer is blind," Peter remarks. Murdoch is annoyed by having his credentials called into question by this boy. "I may be blind, but I am capable, probably more capable than most" Murdoch explians.

"Peter, I can assure you Mr. Murdoch is the best in the city" Captain Stacy adds, "I'm sorry sir, I only meant…" Peter tries to explain stuttering as he does.

"It's ok son, I understand, but just because I can't see, it doesn't mean I can't read" Murdoch says with a smile, "I've also got a few advantages, my other senses are heightened, I can tell when someone's lying by the tone of their voice, and when they're nervous by the beating of their heart."

Murdoch stands silently facing Peter, "You have a very strong heart young man, you must be an athlete." Ben laughs, "Hardly, he's a genius not an athlete, he trains his brain that's his big muscle!"

"Well we should be getting into the courthouse" Captain Stacy interjects, "Peter, I'm sorry but you won't be able to come in with us, you should head off to school."

"Ok one minute" Ben tells Stacy as he takes Peter aside.

"Now Peter, the reason I wanted to bring you here was to show you that if you stand up for what is right, then justice will prevail we just have to believe in it." Peter listens intently, "What I mean is, if you have the power, it is your responsibility to do what is right!"

"Stand up for what is right!" Peter replies, Ben grabs Peter's arms and looks deep into his eyes, "Exactly, remember, with great power comes great responsibility." Peter feels inspired and hugs his uncle, "Good luck Uncle" Peter farewells him, "See you tonight for the Yankees big win" Ben replies motioning a swing of the baseball bat.

**Peter Parker's House**

* * *

After the pre-trial hearing Uncle Ben is escorted home in a squad car with another squad car leading the way. As they get close to the Parker household the lead car speeds off lights flashing, "Where have they gone?" Ben asks the officers, "There's been a shooting, they are the closest car and are responding to it," one of the officers explains as they arrive at the house.

"There you go Mr. Parker, enjoy your day" the officer farewells him, "Same to you officer" Ben replies and he exits the car. As he does a car speed up the road and screeches to a halt, three automatic machine gun barrels point out of the window and spray the squad car and surrounding area with bullets. It quickly speeds off leaving a scene of carnage behind.

**Midtown High**

* * *

During lunch break Peter sits with Gwen eating lunch, "My Uncle was wondering if you'd like to have dinner with us tonight?"

"Tonight, ah, well I'd love to but the Yankees are playing tonight, my dad's a huge fan and we're watching it all together."

"Oh yeah that's ok, My Uncle and I will be watching it as well" Peter replies, slightly embarrassed. "But next week I'm free, I'd love to meet your uncle the hero" Gwen playfully jokes with Peter. "Yeah great, he'd love to meet you" Peter finishes, smiling giddily at Gwen.

Peter and Gwen head off to class and meet M.J., Flash and Liz on the way. Flash is still upset with Peter, not acknowledging him or looking in his direction. As they approach Mr. Smith's class Peter's phone rings, he looks down and sees its his aunt May.

"Hey guys I'll just be a minute" he tells the others as he takes the call.

Peter answers the phone but all he can hear is sobbing, "Aunt May, what's wrong?" Peter asks tentatively, dread sweeps through his entire being, his eyes begin welling up in anticipation of what May is about to say.

Gwen and M.J. overhear Peter's conversation and stop from entering the classroom, they turn back as Aunt May wails through the phone "He's dead, they killed our Ben, He's dead!"

Tears stream down Peter's face "No, it can't be true!"

Peter falls to the floor in a heap next to the wall crying, Gwen and M.J. run out of the classroom and hold him, "Peter what's happened, what's wrong?" Gwen asks, "He's dead, they killed him!"

Flash and Liz stand in the doorway looking down at Peter with pity. Mr. Smith approaches the doorway and gently asks them to return to class. Mr. Smith looks down at Peter, curled up, crying as his whole world is crushed in an instant. A deep sadness washes over Mr. Smith, he motions to the girls to look after Peter and returns to the classroom somberly closing the door. The class is silent, most look at the door where Peter and the two girls sit, Mr. Smith looks at them and a tear trickles down the side of his eye.

"Ok class, today's topic is…" Mr. Smith fumbles through his notes, clearly rattled by what has just happened but eventually begins the class.

At the end of class as the students leave Flash takes out his notepad, he looks at the page on Peter, He looks at the last point which reads, Peter Parker is the Masked Menace.

Flash rips the page out of the pad, scrunches it up and puts it in his pocket. As he leaves and hands in his homework he mentions to Mr. Smith, "Sir, I don't think I can get you the extra homework you requested, you'll have to find someone else."

Mr. Smith smiles sadly, "I understand son, I think we can probably forget about the extra homework, there's more important things don't you agree?"

"Yes, Sir."


	12. Comes great responsibility

**Peter Parker's house**

* * *

Peter arrives home, there are police everywhere, a police officer guarding the front door asks for Peter's name and tries to restrain him, Peter pushes him to the ground and walks straight through. Captain Stacy sees Peter enter, tears streaming down his face; he motions for the other officers to give them some space. Captain Stacy tries to speak with Peter but he walks right past him and to his Aunt May.

He hugs her and apologizes, "I'm so sorry Aunt May, and it's all my fault"

Aunt May is in shock, she doesn't respond, Peter looks at her and asks, "Aunt May, are you all right" She looks at him blankly.

"I'm all right Peter, it will all be ok" she responds blankly, looking through him with her eyes gazing into an abyss.

Peter steps back and looks at her horrified, "It's all right Peter, she's just in shock" Captain Stacy tells him and gently guides him to the kitchen, "Lets just give her some room, ok."

Peter walks with Stacy for a few steps, then shrugs Stacy's hand from his shoulder, "You said he was safe, you said he was protected" Peter growls at Captain Stacy.

"He was, we had some of our finest men protecting him, and they died doing just that."

"Whatever" Peter replies as he trudges off to his room.

Gwen eventually gets through the police out the front, she speaks to her father who greets her, "What happened?" she asks, Captain Stacy looks down with disappointment, "A car pulled up and killed Mr. Parker and two of our officers."

"How is Aunt May coping?" she asks, Captain Stacy just gently shakes his head, "She's still in shock, this is going to be very difficult for both of them, we just need to give them some space."

Harry soon arrives, he sees Gwen and MJ out the front, "Where is Peter, how is he?" She looks at him sadly, "He's locked in his room, I don't think he wants to see anyone!"

Harry looks at her with tears streaming down his face, "He'll want to see me."

Harry walks up the stairs and knocks softly on the door, Peter yells out "leave me alone!"

Harry opens the door, "Hey Buddy." Peter sits curled up on his bed, knees close to his chest and head buried. He raises his face from his knees, his eyes are red and bloodshot, tears still stream from his face. "Its all my fault."

Harry looks down at Peter and shakes his head, "This is not your fault Peter, none of this was your fault" Harry tells Peter momentarily forgetting his grief whilst supporting his friend, "This isn't your fault Peter, there's nothing you could've done, it's the Maggia, they did this."

Peter begins crying and Harry sits down comforting him whilst crying himself. After a while Peter lays down sobbing to himself and falling to sleep with exhaustion. Harry goes downstairs and meets MJ and her aunt Anna. MJ asks Harry, "How are you doing Harry, I know you were close with the Parkers. "Harry's face drops, and he begins to sob, "He was the closest thing to a father I ever had, along with Aunt May, they are the only people that actually took an interest in me." MJ hugs Harry warmly, "I'm so sorry Harry, I'm so sorry for your loss" she tells him as he sobs in her arms.

Harry leaves the house for his chauffeur limousine, leaving aunt Anna and MJ to look after May. 

**Harry Osborn's apartment**

* * *

Harry returns to his apartment and sits alone on his couch crying. As he sits there alone as his father Norman enters the room. Norman walks past his son and looks down at him cry, briefly, but walked straight past and into his office.

Harry here is his father's office store close, he gets up and storms off towards it. Harry opens the door and tells his father," father I need your help, someone close to me was killed today, he was killed by the Maggia and I want to get back at them, I want revenge."

Norman doesn't look up from his computer "What do you want me to do about it boy?" Norman replies irritated.

"You have weapons, you have connections, you're one of the most powerful people in this town, surely you can do something."

"Maybe, maybe I could, but this is beneath me. I have bigger things to worry about" he tells Harry dismissively. "This is my best friends uncle, someone very dear to me!"

"I'm busy, speak with the butler" he tells Harry as he shushes him away with his hand.

Harry leaves the room and slams the door, "You're not really my father, Uncle Ben was more of a dad then you will ever be!" 

**Forest Hills Cemetery**

* * *

Ben's funeral is held at the nearby cemetery, Peter, Harry and May stand together silently listening to the priest read out the prayers. MJ, Gwen and even Flash attend along with Captain Stacy and his entire squad. At the end of the priests ceremony Captain Stacy speaks praising Ben Parker as a great man of the city, someone willing to stand up for what is right and stand up to injustice.

After the wake, Peter and Harry leave and go back to Peter's room. They sit silently for a long time not knowing what to say. Peter begins quietly sobbing to himself and Harry walks over and puts a hand on his shoulder, "I know Peter, it's going to be hard but we'll get through it, we'll get through it together."

"You don't understand Harry, I won't get through, I don't deserve to get through, It's all my fault."

"What do you mean Peter," Harry responds, "How can this be your fault?"

"He's dead because of me, because I snuck out, because I didn't stop Skyes stealing that car, because I let him testify."

"What are you talking about Pete, you couldn't stop Skyes, you weren't there."

"Your wrong Harry, I saw Skyes stealing a car before the accident and I did nothing."

"It wasn't up to you to stop car jackers, you're just a kid going to the cinemas, what could you have done?"

"Uncle Ben always said to do what is right, with great power comes great responsibility, I had the power but didn't do anything, now his death is on my conscience, it's my responsibility!"

"You've got it backwards Pete, Skyes is responsible, the men who gunned down your uncle are responsible, you're not responsible for this, but you're responsible for what happens next."

"Next? What do you mean, next?" Peter responds, "You're not a kid anymore, we're not going to let them get away with this, someone has to stop them!"

"I'm responsible for what happens next? I have to be responsible for Aunt May, that's my only responsibility now."

The two boys sit in silence; Peter walks over to his shelf and looks at some of his childhood models that he used to create with his uncle. Peter picks up an award he won at the Stark Expo when he was only 12 years old. He looks at the Globe shaped award and remembers how proud his uncle was on that day. As he reminisces a news story flashes on the television. The Yankees have won the World Series, Peter hears this and immediately rage flashes to his body, he turns and throws the globe straight into the TV screen smashing it. Harry jumps back with fright, "What the hell Peter, What did you do that for?"

"The Yankees, they won the World Series" Harry looks at Peter confused, "Isn't that a good thing, we follow the Yankees."

"Uncle Ben told me after he was shot he just wanted to see the Yankees win the World Series, and meet Gwen" anger feels Peter's body, he looks at Harry in the eyes, "You're right Harry, they need to pay, and I have the power to do it, it's my responsibility to make sure Uncle Ben didn't die in vain."

**Midtown High**

* * *

Peter returns to school but this time nobody speaks to him. All the students look at him and turn away unsure of what to say or how to act. Peter's grief is compounded by his isolation. As Peter arrives to his locker Gwen and MJ see him and approach, Gwen giving Peter a big hug in front of everyone. They ask how Peter is coping and he let's them know he's doing better. Flash also sees Peter and walks over, he asks you to how he's doing and asks to speak to Peter alone.

The two boys walk outside in the courtyard and Flash tells Peter that he understands what he's going through. Flash explains to him that his father left him and his mother, and how he felt and how he struggles to cope after losing him. He explains that he never had anybody to speak with, or help him through it, but Peter has Harry, the girls and even himself. Peter is shocked by Flash's admission, "Why are you telling me this Flash, when did we become friends?"

"We're not friends, but I have a lot of respect for what your uncle did, and for what the masked menace does, and I will always help people like this."

"What does that mean Flash, what are you saying" Peter asks, "It means that I won't betray the Masked Menace to the black suits, and if I could speak to him, I would say don't trust them!"

**New York Police department**

* * *

Skyes lawyer enters the New York Police Department and approaches the main desk asking for Captain Stacy. Captain Stacy speaks with the lawyer who asks for access to evidence that will be used in the case against Skyes. Stacy orders one of these officers to get the files for the lawyer. When the officer returns he informs Captain Stacy that the files are missing. Stacy is shocked and tells him to search again, he tells another officer to check the evidence bay. Stacy follows them only to discover that both the evidence and the case files are missing. When he returns to the front desk to speak with the lawyer Stacy informs him that they cannot produce the evidence or files for him. The lawyer tells Stacy that he will immediately file with the judge for all charges to be dropped and have his client freed.

Stacy immediately begins ordering offices to go through the logs of who has been in the evidence locker along with video footage. He's furious that someone has betrayed him and is working for the Maggia, after nothing can be found he heads home feeling despondent.

**Gwen Stacy's house**

* * *

Peter and Gwen walk home together, as they arrive at Gwen's house Captain Stacy is in driveway waiting for them. As he sees Peter dread fills his body as he realizes that he will need to tell Peter.

"Hi darling" Captain Stacey greets Gwen, "Hello Peter I have something I need to tell you" he continues looking gravely at Peter. "Yes sir what is it?" Peter replies looking worried.

"It seems there was a problem with the evidence against Skyes, his lawyer has filed for the charges to be dropped, Skyes is likely to be released today."

Peter is horrified, "What do you mean? How can this have happen?"

"Somehow the evidence against Skyes went missing from the evidence lockup."

Peter is angry and yells at him, "How can this happen, aren't you guys supposed to protect us? My uncle said trust in justice, trust in the law and justice will be served, but now I see that's not the case, the law doesn't work!"

"I understand how you must feel."

"Do you understand? Do you really understand?" Peter replies sharply.

"I lost two good men that day, two friends, we were all betrayed, but they've gone too far this time, I'm declaring war." Captain Stacy explains to Peter, who storms off down the road, he curses to himself then mutters, "So am I."

**Peter Parker's house**

* * *

Peter arrives home and is beside himself with anger; Harry is waiting for him as they have science class that night along with Anna and MJ who are looking after May. Peter barges through the door and slams it shut, everyone is startled and looks in his direction.

"What's going on Peter?" Harry asks concerned, "They're letting him out, the cops are letting him out" Peter replies with anger. Everyone is horrified knowing exactly what he means. Anna begins lamenting how the justice system doesn't work for normal people, whilst comforting May. Peter charges up to his room. MJ asks Harry should she check on him but Harry tells her its best if he sorts it out.

Harry enters the room and sees Peter rummaging through his trunk.

"Hey Pete, what are you looking for" Harry asks, "I'm looking for my ski mask."

"So you're going to go after Skyes?"

"Of course I am, we spoke about this, its time for someone to stand up for what is right."

"Okay Pete, but just remember Skyes is only the beginning, we need to find out who's the boss, Find out who sent the men to kill Uncle Ben."

The boys get their bags ready for science class, Peter places his ski mask in his bag and the two boys head for Oscorp Tower.

**Oscorp tower**

* * *

Peter attends class but doesn't concentrate on what they are doing, his mind is elsewhere, his mind is focused on Skyes. Dr Connors notices Peter not applying himself to his work, he asks Peter to meet with him in his office.

Dr Connors speaks with Peter and asks how he's coping; he explains how it is hard to lose someone you love, and especially somebody who is there to protect you. Dr Connors speaks to Peter about when he lost his son, how hard it was for him but the way he got through it was to focus on work.

Peter thanks Dr Connors for his advice and promises him that he will be totally focused on what lays in front of him. Dr Connors responds that he is here if Peter ever needs advice or help.

After class Harry and Peter set off to the New York courthouse where Skyes will be let out soon.

**New York City**

* * *

Silvermane receives a message notifying him that Skyes is to be freed from jail later that night, he send three of his men to pick Skyes up after he gets out "Just make sure no one sees you picking him up, there can be no traces" Silvermane stresses.

As Skyes emerges from the courthouse jail he notices that there is no one to pick him up. Skyes is immediately suspicious; _do they know I talked to the cops? _He thinks to himself.

Skyes grabs a taxi, with the three Maggia men following him in a car. Peter also follows in another taxi further behind, "Follow that car, that's following that taxi" Peter tells the driver.

Skyes looks into the cabs rear vision mirror and notices the car following him, when the taxi stops at a set of lights he jumps out and makes a run for it. He runs down an alleyway but the gang members catch up with him.

They pull out knives and tell him that he shouldn't have talked to the cops; Skyes promises he didn't and then one of the Maggia at the back goes flying. A man wearing a ski mask in an all black suit stands behind them.

One of the men who were present at their last encounter, remembering the situation he groans "not again" as Peter kicks him and takes out two bins. The other Maggia member slashes at Peter, left and right trying to cut him but Peter moves easily out the way and knocks the knife from his hand, then follows through with a strike to the chest sending the man flying along the ground. Skyes picks up the knife from the ground and threatens Peter, "I'll cut you freak" Peter grabs his arm pulls it behind his back, twisting it until some of his muscles pop and he yells out in pain. Peter takes the knife and throws it away, "Didn't your mom ever tell you not to play with knives?"

Peter throws Skyes to the ground; he quickly gets up and runs as Peter takes chase. Skyes crosses a road without looking a car screeches to a halt but hits Skyes. The driver gets out and begins yelling at Skyes who limps off continuing down the alleyway. Peter emerges from the other side, dressed in black wearing a ski mask, "Stay out of this" he demands, to which the driver obliges holding up his hands and getting back in his car.

Peter approaches Skyes who's in a lot of pain, limping down the alleyway. Peter grabs him from the back of the neck and picks him up off the ground, "Didn't your mom ever teach you to look left and right before crossing the road either?"

Peter throws him across the alleyway into a wall; he falls over in a crumbled mess. Peter leans down and picks him up by the throat, and cocks his fist about to finish him off when Peter notices fear in his eyes and tears streaming down his face. Peter is taken aback and realizes that he's being a bully, that he's losing control of himself, he gains his composure and remembers why he's here, _who killed my uncle_.

"Now I want you to tell me, who killed Ben Parker?" Peter demands.

"I don't know, I don't know, I swear" Skyes replies, panicked and fearful.

"You better give me some names quick or else" Peter bites back, staring with rage into Skyes eyes.

"I can't tell you, he'll kill me" Skyes says, now beginning to whimper, "Well what do you think I'm going to do to you?" Peter replies.

"Ok I'll tell you, I just want people to stop beating me up"

"Who killed him?"

"I don't know who exactly" Peter cocks his fist back, "wait… but HE controls everything, everyone."

"Who is he? What's his name?" Peter asks.

"They call him Tombstone, he's a ghost, the walking dead, with red eyes that look straight through you"

"Where can I find him?"

"I'm just the cleaner, I clean up any mess from the program" He replies, "What mess, what program?" Peter asks confused, "I take out the experiments that go wrong!"

Peter is astonished, "Experiments? What kind of experiments?"

"I don't know the details, but its all like new drugs, electricity and crazy stuff like that."

"Where are these experiments? Where is Tombstone?" Peter pushes him more seeking answers, grabbing Skyes shirt tighter and tighter.

"I don't know" Skyes replies whilst choking, "Hell's Kitchen, Hell's Kitchen" he finally answers as Peter loosens his grip. "Where in Hell's Kitchen?" Peter asks, "I don't know none of that, I'm just the cleaner, I told you everything I know, now you said you'd let me go!"

Peter looks at Skyes, anger pulsing through his body, Peter considers doing to him what they did to his uncle, but then a thought springs to his mind, that of his uncle, _justice will prevail we just have to believe in it_.

"Go now, Justice will catch up with you one day" Peter tells him as he lets go of Skyes who limps away down the street. Peter leaves the alleyway removing his disguise and contemplating what just nearly happened, _I'm not that person, a murderer, that's not who Ben raised me to be_.

* * *

Skyes continues to drag himself down the alleyway, as he approaches the street a large hand grabs him from behind and flings him back into the darkness. Skyes calls out in pain, "Arrghhh, leave me alone, I've told you all I know."

Out of the shadows steps a large figure, ghostly white with red eyes, an albino African-American man standing over 6 feet tall with broad shoulders and muscular build. The giant man stands over Skyes with a sinister smile, filled with razor sharp pointed teeth like a lizard.

"You've told who all you know parasite?" Tombstone asks calmly with his cold deep voice.

"I.. I.. didn't say nothin" Skyes replies panicked, paralyzed with fear, "We know you talked to the cops, but who else did you talk to?"

Skyes begins crying again, "I… I… I don't know, he wore a suit, a mask."

Tombstone ponders what he said, "The Devil, you spoke to the Devil didn't you?"

Fear overwhelms Skyes, he can no longer think or speak. Tombstone looks down at Skyes realizing that he's not getting any more information from him picks him up of the ground by his throat, "Now its time for you to smell the flowers"

"No!" Skyes replies, Tombstone pulls Skyes face close to his own "You all fear him, heard stories about the Devil, but the truth is he's a man in a mask, I am the devil" he roars into Skyes face and brakes his neck with one hand then beats his lifeless body.

**Midtown High**

* * *

Peter struggles through school the next day after spending a night updating Harry on last night's events. During the last session of the day, Mr. Smith announces to the class that this is his last day at Midtown; most of the class does not react to the news, except Peter and Flash. Peter's tiredness is replaced by adrenaline as his mind wonders as to what this means.

The class leaves with Flash lagging behind, the last student to leave.

"Well Mr. Thompson my time at Midtown High is finished"

"Does this mean I'm free Mr. Smith?" Flash asks with hope, "Yes Flash."

"Does this mean I get a free pass into college?" Flash asks.

"No Mr. Thompson, and if you ever speak of this to anyone, you know what we are capable of, and trust me we'll know"

"Yes Sir" Flash replies with some unease.

Peter stands out the front of Midtown waiting for Gwen, as he does Mr. Smith approaches him, "I'm sorry to hear about your Uncle Mr. Thompson, I lost my father when I was young, I understand what you're going through."

"Well maybe someone should do something about these criminals, the government should worry about the criminals not the people standing up against them."

Smith agrees, "It's true, the government only cares about the big picture, and they always will, but some people in the government do care about the little people." He continues, "I think the masked hero, or whatever the kids are calling him, won't have any trouble from the government for a while."

"That's good to know," replies Peter.

"As long as he keeps a low profile and out of the headlines, he won't hear from us again."

"Thank you Mr. Smith" Peter replies with relief and gratitude.

"Call me Phil" Mr. Smith replies as he gets into his red corvette, places on his sunglasses and drives off." 

**Flash Thompson's House**

* * *

Later on that night Flash goes to his room after dinner and gets ready for bed, he looks at the notes written about Peter and throws them in the trash. Once in bed and asleep a figure creeps up outside of his window, slowly opening the window and sneaking into the room. The figure searches through Flash's draws and bags then finally his rubbish finding the notes on Peter and the others. He takes them then looks across at Flash sleeping, moving silently over to him he leans over Flash and places something on his head. Flash tosses and turns momentarily resisting but then lays still, deeply asleep. The figure leaves through the window leaving no trace of his visit.


	13. The Vigilante

**AN: Hey sorry if these last few chapters may not go into depth at some points, specifically with dialogue. I've been getting some RSI in my wrists so am trying to say as much as I can with as little actual typing (dictation tool is a real big help, though Peter is not a Pizza!)**

* * *

**Midtown High**

* * *

Flash arrives at school and is greeted by Peter, who begins asking Flash about Mr. Smith but Flash has no idea what he's talking about and tells him to get lost. Liz, Gwen and MJ begin speaking to Flash as well but he is unable to keep up with the conversation. They ask Flash if everything is okay and he explains that his memory is a little foggy, he tells them that the doctor had previously told his mother he could suffer some partial amnesia as a result of the concussion suffered from the car accident.

Liz becomes upset, she looks at Flash with tears rolling down her face, she asks, "Do you remember me, do you remember us?" Flash smiles and looks down at her, "I may have lost some memories, but I could never lose memories as important as those" and he kisses her until Mr. Benson walks past "All right you two, this isn't a drive in, off to class."

"Welcome back Mr. Benson" MJ cheerfully greets him, as he walks past, "I'm glad he's back, that Mr. Smith was a really boring" Liz comments to the group as they walk off laughing, "Who's Mr. Smith" Flash mutters to himself as he follows them.

Peter stands close by and has been eavesdropping, he pulls it is phone and texts Harry, [I need to speak to you tonight].

**Peter Parker's house**

* * *

When Peter arrives home he immediately calls Harry and tells him to come around. Peter explains how Flash has no memory of Mr. Smith, the car accident or Peter's secret identity. Harry is amazed, "It must have been the men in black, they have erased his memory, I heard people on TV who they did that too."

"It was on TV?" asks Peter, "But if the victims have no memories, how do they know that they were erased?"

Harry stops and thinks to himself, "That's a good point" he replies, "though it does explain why Flash's memories about you and Mr. Smith are gone."

"Perhaps you're right, maybe they are doing it to protect my identity, to keep it a secret… though Flash also told me not to trust them" Peter replies.

"Well, whatever it is, you definitely need to be a lot more careful. If you get caught or put on camera again, they will come after you."

Peter's mood becomes somber as he feels the gravity of the situation, the fear of getting caught and the difficulty of completing what they set out to do. Harry as always notices Peter's mood and tells Peter he's got a surprise for him. Hurry pulls out of the bag of black ninja suit.

The suit is all black, designed to make him invisible, even the eyes are covered by a black mesh. When Peter tries it on the eyeholes are too small. He walks around testing the suits flexibility, he tries to look left and look right, and as he does he knocks over a lamp. Harry laughs, "Of all the people to get super powers!"

"It's not my fault, this mask needs larger eyeholes" replies Peter.

The boys discuss exactly what they need to do, Peter will go onto the rooftops of Hell's Kitchen's skyline and scour the streets for any unusual activity relating to the Maggia. Harry will follow him along the streets in his trench coat disguise. Once they find exactly where the Maggia are located Peter will use his camera to take photos of their illegal activities.

**Undisclosed location - Hell's Kitchen**

* * *

In a dark dank apartment in Hell's Kitchen a lone man watches the news report on television, the report is regarding Captain Stacy's new war on organized-crime. Captain Stacy announces that the perpetrators of Ben Parker's murder, along with all those associated with it will be brought to justice. The figure slams his pale fist onto the chair armrest and yells out in frustration.

The ghostly white figure known as Tombstone picks up his phone and calls Joseph the Hammerhead, named so for his flat top hairstyle. Joseph is the head of one of the Maggia families, his obsession with 1930's gangster movies is apparent in his appearance especially his three-piece suits.

Joseph listens as Tombstone laments Silvermane's failure, he tells Joseph that Silvermane has not only failed to silence Skyes, but he's also brought the eye of the law onto their organization.

"Also I need you to get rid of another problem, the Devil of Hell's Kitchen, he's getting close to our operation, I need him distracted."

"You want us to take him out? We've been trying that for years."

"It would seem that the Maggia is incapable of killing him, maybe there is an alternative solution."

**Hell's Kitchen**

* * *

Peter travels along the rooftops in radio communications with Harry who walks the streets looking for suspicious people whilst Peter takes a birds eye view, looking for somewhere that the Maggia experiments could take place.

As Peter stalks the building someone sneaks up behind him, Harry looks up at Peter and sees someone on the rooftop behind him. Hurry fumbles in his pocket for his phone but is too late. Peter feels his spider sense alert him to danger, swings around and is confronted by a figure attacking him.

The figure swipes at him with a pole but Peter avoids the blow. Peter's reflexes help him avoid his attacker though the shadowy figure appears to be an expert in martial arts. Peter is quicker and stronger but it's almost as though this opponent has a sixth sense, he moves to avoid Peter's attacks before he makes them. The figure and Peter battle for a few minutes only landing a few blows each.

As the two separate, sizing each other up, the man speaks in a low husky voice "So you're one of the new Maggia enforcers?"

Peter is perplexed, "Maggia enforces? What the hell is that?"

The figure standing in the shadows relaxes slightly, "hmmm, you don't sound like an enforcer, but your strength, your speed and the strong beating of your heart…" the figure stops mid sentence as realization sweeps over him.

"Parker, you're Ben Parker's boy!" He announces with surprise. Peter can't believe what he's hearing.

"No I'm not" Peter replies trying to disguise his voice by speaking in a deep tone.

_Strong beating of my heart? Could this be the blind lawyer?_

"You're the blind lawyer aren't you?" Peter asks. The man freezes in fear "I don't know who you're talking about" he responds in a deeper, huskier voice.

"Are you all right?" Peter asks, "Do you need a cough medicine, you sound like you have a sore throat."

The man now realizes he's not fooling anyone, "My throat is fine, I speak like that for dramatic effect, to disguise the sound of my voice and to sound intimidating."

"I don't think it's working, it sounds more like you're constipated."

"Well, it sounded good on TV" the man replies.

"It seems like we both suck as secret identities!" Peter adds.

Peter looks at the figure standing in the shadows, he makes out to pointed ears on top of his head. "So are you supposed to be a man-bat, my friend said he saw documentary on you."

The man replies "I'm not a bat, I'm the Devil, the Devil of Hell's Kitchen, I fight injustice and take down those who think they're outside the law!"

"Oh their horns, not ears, sorry it's hard to tell the difference in the dark."

"Also you should probably try running round in something less conspicuous" Peter advisors him, "Something black like me."

"I wear red because… The devil, it breeds fear into those that I face" The devil replies, "Dressing in black and hiding in the shadows makes them fear what they can't see, but dressing in bright colors shows them what they need to fear!"

"Maybe" Peter replies unconvinced.

"The Devil is a powerful symbol, you need a powerful symbol to strike fear into their hearts!"

"You mean like a bat?"

"The Devil is scarier than a Bat, I'm not some comic book copycat, OK!" the Devil replies in frustration.

"But I thought the devil is red, you're wearing blue, I don't get it?" Peter replies, "Oh, Not again" the Devil replies looking down at his red suit. Peter smirks and giggles to himself "Nice try son, though remember I can tell when you're lying just from your voice."

The two then discuss what they are doing on the building, Peter explains that he is looking for the Maggia and heard they have a large operation in this area. The Devil explains that he has received a tip that a major meeting is happening between the Maggia leadership and he's going to pay them a visit. Peter agrees to join him but insists he only wants to take photos. The devil agrees and throws his grappling hook onto an adjacent building.

Peter looks at him with disbelief, "Are you actually going to jump off this building? You're blind!"

"Don't worry about me I've been doing this for years, my other senses are so highly developed I can sense objects around me, it's almost like pulses reflecting off objects around me."

"Like echolocation, like a bat?" Peter replies smugly.

"Hmmmm, I'm actually known more commonly as the Daredevil, the man without fear."

Peter mutters under is breath, "Blind person jumping of buildings, more like the man without brains."

"Super hearing remember!" Daredevil reminds him, "Now meet me at this address." Daredevil leaves a piece of paper with the address of a Maggia building.

Peter takes the paper and heads to the fire exit when Harry barges through the door ready to attack. He's out of breathe and exhausted, charging out with fists ready to fight.

"Where is he, did you get him?" Harry asks, "It's OK, he's on our side, he knows where the Maggia are, we're going there now."

Harry leans over, hand on knees catching his breathe, "OK that's good, can I have a few minutes to catch my breathe?"

"I have to go now, but I'll catch you tomorrow, OK?"

Harry waves Peter away, "Ok tomorrow" as Peter leaves with a final quip, "They have an elevator."

**Maggia Warehouse - Hells Kitchen**

* * *

When Peter finally arrives at the address, Daredevil is already on the roof peering in. Peter quickly climbs up an adjacent building and leaps across evading by the armed guards below. Inside the warehouse Silvermane and his captains are instructing their men to clean up the facility, they are dismantling equipment, loading boxes onto trucks.

"I think I need a grappling hook, it took forever to get here" Peter greets Daredevil.

"Peter… oh sorry, do you have a secret identity?" Daredevil greets him, "Um not really, I tried Masked Menace but it's not really working out for me."

"Ok, it's not bad, at least it's an alliterative name, you'll need to come up with something more meaningful."

"Alliterative? Why don't you just call me John" Peter replies sarcastically, "Ok, John it is." Peter is confused by Daredevil's comment and attempts to object but Daredevil begins speaking again.

"So I've been tracking Skyes and found him dead in an alleyway, there is definitely something big going on with the Maggia, something bigger than Ben Parker's murder. Skyes was returning from an attempted hit on a Triad gangster when he met Ben, neither incident would make them kill one of their own, one who has been released free of charge."

"What do you think is happening?"

"I don't know, but people have been disappearing from the streets, and it all leads back to the Maggia."

"Tombstone" Peter blurts out.

"Sorry?" Daredevil asks.

"The guy running this is called Tombstone, Skyes told me."

"You spoke with Skyes?" Daredevil asks, "Yeah, just after he was released, but he was alive when I left him" Peter replies uneasily.

"They must have realized he talked to you, and the police" Daredevil tells Peter whilst deep in thought, "Tombstone? I've heard of him, brutal enforcer, but not someone to have the brains to organize something this big."

As they speak they notice that a new group of men walking from a newly arrived car meeting Silvermane. Joseph the Hammerhead walks in with three men, Fancy Dan dressed in an expensive suit, the Ox - a seven foot man made of pure muscle and Montana Bale, who's dressed like a cowboy, lasso, hat and boots included.

"If you could see what these guys are wearing" Peter mentions with a giggle, "Don't underestimate them, they are the enforcers, they are more powerful than you realize."

Silvermane greets them, "Ah Joseph, you still have that ridiculous haircut and 1930's suit, you do know the flat top has been out of fashion for 70 years.

"The great Silvermane, I see business is going well" Joseph mentions with a smile looking at the final boxes being loaded onto a truck.

"Our operation has a setback, but all loose ends have been taking care of" Silvermane replies angrily.

"Oh yeah, it's going really well, the police are all over us, Skyes talked to the police, and he even talked to the Devil."

"It doesn't matter what he said, he doesn't know anything and once this place is clean we can continue our work."

Daredevil and Peter sneak into the factory through a side door and hide behind a wall. Peter has taken his camera and tells Daredevil that he's going to get into a good position and get some photos. Daredevil looks at him and shake his head, "Pictures won't do us any good, we need to stop them now, We need to take our revenge."

Peter shifts uneasily and backs away, Daredevil grab Peter and tells him "The Maggia are above the law, they own the judges and lawyers, intimidate and kill witnesses, we are the only ones who can stop them, for the memory of your Uncle, take your revenge."

Daredevil takes Peter's camera and places its on the ground hidden from view. Peter nods his head and follows Daredevil as he runs and attacks the Maggia men.

Daredevil firstly attacks Montana who uses his whip to keep him at bay. Montana grabs Daredevils Billy stick pulling it out of his hands with his whip and the two engage in hand to hand combat.

Silvermane yells for everyone to run and his men flee jumping in their cars or the last truck that is driving away. Silvermane tries to run but Joseph grabs him and tells him to wait.

Peter attacks the Ox who has more strength than a normal man; he punches Peter and sends him flying back. Peter is slightly winded but runs straight back in, his eyes wide with rage, thoughts of his Uncle fuelling him. The Ox throws lumbering punches, which Peter avoids, countering with quick jabs to the stomach doubling the Ox over with pain.

Fancy Dan begins shooting at Peter and barely misses the Ox who turns around with fury, "What are you doing, you nearly shot me!"

"I'm an expert, I know exactly what I'm doing!"

The Ox turns around and Peter has disappeared, Fancy Dan approaches Ox who is angry and about to punch him, "Look Ox, blood I got him" as he points down at a splatter of blood, "See I told you I know what I'm doing."

Peter has been grazed by a bullet and scurries through the maze of factory shelves, empty boxes and equipment, looking for somewhere to hide. He eventually finds a cupboard and shuts himself inside sobbing, _I can't believe I've been shot what am I doing here_.

Joseph pulls Silvermane to his car, "Let's get out of here, what are you doing?" Silvermane asks.

"I've just gotta fix two little problems," Joseph takes out a grappling hook and plunges it into Silvermane's chest he drops to the ground in agony but quickly stops moving.

Daredevil fights off Montana, picks up his Billy stick then attacking Montana and sending him flying into a wall. Montana again users his whip to take a hold of daredevils stick, but this time Daredevil pulls him off-balance and strikes him with a back-fist knocking him unconscious.

The Ox and Dan are searching through the factory, following the blood trail from Peter's arm. They are closing in on the cupboard where Peter has hidden himself, holding his arm in pain. The two men look at each other and smile pointing at the cupboard as they stand in front of it. Peter sees their shadows block out the light underneath the door, _they found me_, he thinks to himself.

"We've got him now" Ox tells Dan, who is staring down at his shoes, "I got blood on my shoes, I can't believe this, my Gucci's, what am I going to do?" Dan whines. "Don't worry Dan, there's a shoe cleaner next to our place, you know next to that Starbucks" Dan nods reluctantly, "Yeah ok now lets finish him off so I can get this cleaned up."

Daredevil runs towards an escaping car as it drives away, but stops suddenly when he sees a dead body, it's Silvermane with a grappling hook in his chest. He bends down to take a closer look then suddenly three bursts of light flash behind him, he turns around to see Joseph with a camera, poking out of car window.

"Oh Daredevil, the vigilante, it seems you've gone too far this time, now you're a murderer" Joseph yells back at him as the car flees the scene. Daredevil tries to take chase but Montana trips him up with his whip.

Another car waits for the enforcers to escape, Montana runs to it and calls for Ox and Dan to leave.

Ox and Dan are reaching for the cupboard door as they hear him call, they turn and run for the car, Dan stops momentarily and shoots into the cupboard as he leaves. The three hop into the car and drive off as Daredevil gets up to pursue, but it's too late. Peter drops down from the top of the cupboard where he was hiding and emerges shaken but alive.

Daredevil returns to the body and looks down at it as police sirens fill the air whilst blue and red lights flicker through the windows.

Peter returns to see Silvermane dead, "Why did you kill him, he should go to trial" Peter asks.

"I didn't kill him, Joseph the Hammerhead did" Daredevil replies, "This was a setup, they've framed me to take me out of the picture, you'll need to continue the fight."

"Me? I'm no crime fighter, I'm no a vigilante, I can't do this" Peter replies.

"You'll have to be, if you want justice, If you want them to be stopped you'll have to be" and with that Daredevil tells Peter to escape one way, while he leads the police on a chase the other way.

**Undisclosed location - Hell's Kitchen**

* * *

Tombstone sits in his room watching multiple televisions and listening to a police scanner, he answers a call from Joseph.

"Was the mission successful?" Tombstone asks, "Yes sir, the organization is under new management and the images have been sent to the Daily Bugle as requested."

"Very good, Joseph, I hope you don't make the same mistake as your predecessor." Tombstone hangs up then makes another call, "Sir, the Devil is out of the picture, and the organization is under new management!"

"Very good Lonnie, you have served us well as always, ensure that the operation continues as scheduled."

"Yes Sir, now there is no one capable of upsetting our plans."


	14. Crime Fighter

**Peter Parker Crime fighter**

* * *

Peter wakes up to the sound of his alarm, he scratches his head, rubs his eyes and looks at the time.

_Is it that time already, I don't feel like I've slept at all_.

Peter slowly gets out of bed and looks down at the picture on his bedside table, that of him and Uncle Ben when he was younger. Peter picks up the picture and fills with sadness as he is reminded of his loss.

Whilst getting ready for school Peter checks out his arm, the bullet has only grazed him but left a long wound along his arm, He re-bandages it and hides it underneath his school shirt.

As Peter arrives downstairs for his breakfast he sees the morning addition of the Daily Bugle on the kitchen table. He looks at the headline 'Vigilante kills mob boss' and reads the story that details how the Daredevil, a local vigilante from Hell's Kitchen, murdered mob boss Silvermane.

"What's happening to this city, its all gone crazy" Aunt may comments.

"That's one of the people that killed Uncle Ben, good riddance" Peter responds annoyed.

"You can't speak like that Peter, people can't take the law into their own hands, otherwise there is just chaos. We need to let the police to their job."

"That didn't work too well last time did it" Peter growls at May and storms off to the door. When he's half way down the hallway he stops and looks back, his aunt visibly distraught by his outburst.

"I'm sorry Aunt May, it's just…" Peter begins to apologize, but May waves him away, "It's all right Peter I understand, we're all hurting."

**Midtown High**

* * *

School is all a buzz about the murder of Silvermane at the hands of Daredevil. The Daredevil vigilante was not well known outside of criminal circles, but now that he's been plastered all over the Daily Bugle, and the police have warrants out for his arrest.

Peter and Gwen spend time together at school; they are now officially a couple. Gwen mentions to Peter that her father has asked him over for dinner, to apologize about the other day and make up for what's happened. Peter is still upset and tells Gwen he's not ready for that, he's still too angry. Gwen tries to explain her father's side of the story but Peter tells her he needs time.

**Peter Parker's house**

* * *

After school Harry visits Peter's house and they discuss what happened with Daredevil and what they're going to do next. Peter explains that they need to continue the fight, but after being shot he's not sure fighting them is the best idea. Harry suggests they need to find the Maggia facilities and safe houses to track down Tombstone.

After not being able to decide the best way to locate Maggia buildings the two begin discussing their day, Peter mentions Gwen asked him over for dinner and then suddenly Harry's face lights up with a bright idea.

"Peter, that's it, you're dating the daughter of the organized crime unit."

"I don't think that'll help, he's not exactly going to hand that type information over," Peter replies sarcastically.

"I was more thinking we can get access to the police station from him" Harry replies.

"Get access, what do you mean?"

"If you can get access to his swipe card and get it to me, I can make a copy. Then once we get in I can download all the police know about the Maggia."

"Do you really think that could work, what if we get caught?"

"Relax Peter, you're a crime fighter now, a ninja remember" Harry calms his fears with a confident demeanor, "Now give her a call and tell her you're going around for dinner tomorrow."

Peter calls Gwen and speaks with her for a while, talking about their day whilst Peter refrains from saying anything embarrassing in front of Harry. He then apologizes for what he said earlier, and agrees to come to dinner tomorrow.

**Gwen Stacy's house**

* * *

Peter arrives at Gwen's house for dinner, "Peter, firstly I'd like to apologize for what has happened with Skyes being freed, I know you feel betrayed, as I've been betrayed" Captain Stacy greet Peter in his direct manor.

"Thank you sir, I know you're a good man, but I don't think your department follows your lead, the system doesn't work!"

"I know how you feel, but we can't let people take the law into their own hands, I'm sure you've heard about Skyes death, and the murder of Silvermane by the Daredevil?"

"Yes sir, but someone had to do something, and I don't know if it even was the Daredevil, it looks like the Maggia to me!" Peter replies.

"Why would they go to all the trouble of getting Skyes out just to kill him, it makes no sense, unless you know something that police don't?"

Peter turns silent and looks down, Captain Stacy noticing Peter's withdrawal softens his tone and explains the situation to him.

"We've been tracking this Daredevil's activities for a while, he attacks criminals who escape the justice system and especially targets organized crime. This fits his MO exactly and we've even found his grappling hook at the scene, along with that photo."

"Yes sir, I just think we should target the criminals, not people trying to stop them!"

"We don't need vigilante violence, the only thing we need help with is evidence and people testifying, like your uncle. If I had evidence of their members, associations and operations then I could bring them down."

Peter's face light up, _this is how we can help, get evidence to Captain Stacy and bring them down with the police_.

During dinner Peter asks to be excused to go to the toilet, he walks upstairs but quickly darts into Gwen's parent's bedroom. Peter searches through Captain Stacy's bedside draws but can't find the keycard or anything of use. Gwen anxiously waits at the table for Peter to return, after a few minutes of her parents exchanging awkward looks; she gets up from the table and walks upstairs. Peter is still rummaging around looking for the key pass when his spider sense alerts him to danger. Peter quickly runs into the bathroom and quietly shuts the door as Gwen arrives at the top of the stairs. She gently knocks on the door and immediately Peter opens the door drying his hands.

"Is everything all right Peter? You've been quite awhile up here," Gwen asks with concern.

"I've just got an upset stomach, I'll be ok" Peter replies holding his stomach and grimacing slightly as he speaks. The two walk down the stairs and Peter spots Harry hiding behind a bush outside a window, he points to Peter to get back up stairs, Peter glares at him, _get out of view you idiot_, he thinks to himself. Gwen turns towards the window; Peter quickly takes her hand and pulls her in his direction.

"I just want to say how beautiful you look tonight" Peter quickly fumbles out. Gwen is touched and kisses him passionately before leading him back to the table. Peter looks back over his shoulder at Harry who is pointing a finger into his mouth.

Peter sits back at the dinner table, continuing the conversation as his pocket vibrates from multiple messages on his phone. As dinner finishes Peter views the messages, all from Harry, they are all telling him to get back into that bedroom and find the swipe card. As the family sit down to watch TV Gwen asks if Peter and her go up to her room for privacy, Captain Stacy forbids it and insists that they sit and watch TV together as a family.

After a few minutes Peter excuses himself again and explains he needs to go to the toilet, Gwen's mother asks if Peter is all right, to which he replies he'll be ok, but you probably don't want to go up there for a good half hour. Gwen's younger brother and sister find this amusing and roll around in hysterics, Gwen's mother is embarrassed, as is Gwen, but Captain Stacy is not impressed and glares at Peter as he leaves.

Peter again searches through Captain Stacy's draws looking for the pass, as he does he's startled by movement in the window behind him. It's Harry who's climbed up onto the roof. Harry points down on the ground but Peter isn't sure of what he's pointing at, Harry messages Peter and tells him [Check the pocket of his trouser pants].

Peter ruffles through the pants and find the swipe card, he opens the window and gives it to Harry who connects it to his laptop and begins the scan. Peter walks over to the doorway to check for anyone approaching, he continues to look back anxiously at Harry, urging him to hurry up.

As Harry finishes Peter notices someone walking towards the stairs, he rushes over to Harry who smiles and hands over the card, Peter quickly grabs the card and shuts the window pushing Harry out the way as he does. Peter places the card back into Captain Stacy's trousers and rushes over to the stairs to meet Gwen who is halfway up.

"Hey Gwen I don't feel great, I think I'm going to go home" he tells her, "Yeah of course Peter, I'm sorry you're feeling sick, I'll walk you out."

Peter and Gwen walk down the stairs so Peter can say goodnight. As he apologizes for leaving early explaining that he must have caught a bug, Harry falls off the roof and past a window in the background, only Peter noticing. Captain Stacy hearing a noise turns around, "Did you hear that?" he asks, "I didn't hear anything" Peter responds promptly as he proceeds to leave quickly.

As Peter walks down the street Harry pops out of a neighbors garden and the two discuss the next stage of their plan, infiltrate Central Police station.

**New York Central Police station**

* * *

Once returning home and watching his Aunt May go to bed Peter sneaks out and meets Harry near Central Police Station.

Harry and Peter get dressed in full police uniforms that Harry was able to acquire, they wear their caps low disguising their face, and decide to infiltrate the station in the early hours of the night when it's quiet.

As they enter the main doors Harry reminds Peter, "Don't look at the cameras, keep your head down and act like a normal cop," Peter nods in agreement. As they walk through the foyer there are people in cuffs and officers everywhere, it seems that the early hours of the morning are a peak time for criminal behavior. As they walk up to the entrance a man who has been arrested resists his arresting officer trying to sit him on a seat. He wriggles around so the officer can't get a grip on him, as Peter walks past he grabs the man's shoulder and pushes him down firmly planting him squarely on the chair, "Sit" he commands as he continues walking, "Thanks" replies the arresting officer.

Harry swipes the two of them into the back room and they follow a long corridor until they see the bathroom. Harry and Peter both put on surgical gloves out of the view of the hallway cameras and use the pass to enter the security room. Inside there is one man studying surveillance tapes, Harry walks up to him and notices the name on his uniform, "Hey Del Marco, Stacy wants to see you ASAP he's waiting in his office." Officer Del Marco is immediately alarmed, he thanks them and leaves straight away. Harry tells Peter, "Follow him and find Stacy's office, I'll meet you there soon."

Peter obliges and Harry quickly logs into the system and puts in a virus from his memory stick to shut down all the stations cameras and wipe their buffers, including the last hours footage. The file is downloading from the stick when Harry feels a vibration in his pocket, the message from Peter reads [He's coming back]. Harry still has 40% of the virus to download, he looks at the door contemplating leaving, but the handle begins to turn. He quickly minimizes the download screen and ducks down underneath the control station. Officer Del Marco sits back down at his station, only centimeters from touching Harry, Del Marco mutters to himself, "Stupid cadets playing pranks." He begins continuing his work when he gets an urgent phone call from security, "Something's wrong with our security screens, get down here now" they yell at him and he rushes out.

Harry gets out from underneath the desk and sees that the virus is fully downloaded; he takes the USB stick and rushes off to Peter.

Harry and Peter sneak into Captain Stacy's office, not an open plan office like many of the others but a secure, fully walled office. They boot up his computer, and arrive at the log on screen.

"How long will it take you to hack it Harry?"

Harry stops and thinks for a few moments, "Considering it's a police system probably half an hour, maybe an hour."

"What, we don't have that much time" Peter frustratedly tells Harry, "But that's just our back up plan, I have a much better idea," Harry tells Peter, grinning ear to ear.

"What's Captain Stacy's dogs name?" Harry asks Peter.

"Huh, why on earth are you asking that?" Peter replies confused.

"Humor me, what is it called?" Harry repeats.

"Toby" Peter replies, Harry types in Toby as the password but receives an error message [password incorrect, must contain numbers].

"How old is Toby?" Harry follows.

"This isn't going to work Harry" Peter complains.

"How old?"

"He's five."

Harry types in Toby04 as the password and they get access straight away.

"So predictable" Harry comments with a large grin on his face. Harry now goes through the files and downloads everything on organized crime including a file named Bluey taking only a few minutes. Harry looks at the last file named 'Fisk', he's about to open it when the office door handle begins to turn, both boys freeze in fright but the door is locked.

"They must be checking all the rooms, lets get out of here pronto" Peter tells Harry who agrees and ejects the USB. The two boys walk down the corridor through the commotion of police members trying to get the cameras and systems back online. As they walk past the front desk Officer Del Marco and security are trying to find a solution, Harry mentions in passing, "Try control Zed," both he and Peter leave the building as the men at the front desk hit control zed then high five each other on successfully restoring the system.

**Peter's Parkers house**

* * *

The next day after school Peter and Harry analyze the data picking out facilities they think are prime targets for Maggia activity. They also analyze the Bluey file and find that Skyes had spilled the beans on a new drug the Maggia were receiving from a new supplier. The Maggia arranged a network of drug dealers as a way to recruitment volunteers, their way of describing runaways and homeless people they kidnap. They were testing new drugs on people, the subjects had many side affects beyond chemical, they were physical.

Skyes outlined his role as the cleaner where he takes out anyone who escapes from the experimentation suffering side effects, or anybody who finds out about the trials. Within the files however there is no mention of Tombstone.

"Harry, I can't find any mention of Tombstone, the files only talk about Silvermane being the head of the organization."

"That makes sense, the cops don't know about Tombstone and think the head of the organization, Silvermane."

"So now the police think the organization head is gone and are busy chasing the only guy who is trying to stop them, Tombstone" Peter replies.

"It's a good plan, this Tombstone is going to be harder to bring down than I thought."

"We have to show the evidence of Tombstone's involvement, that the experiments are still ongoing."

"Agreed Pete, where do we start?" Harry asks, "How about here" Peter points to one of the factories the Maggia own.

**Old Maggia factory - Docks**

* * *

Over the next week Harry and Peter visit a number of Maggia buildings hoping to find some criminal activity and get evidence, but they find nothing out of the ordinary. They even visit three buildings and a warehouse on a single block, all totally empty and unused.

Peter and Harry arrive at their ninth building, an old warehouse in the abandoned docks area of New York. Harry complains that nothing ever happens, the police database is out of date and that being a crime fighter is boring.

Harry stands guard outside the grounds of the docks whilst Peter sneaks in; he clears the wire fence in a single bound, jumping over ten feet in the air. Peter sneaks past a large container and barrels and arrives at the building.

He looks up and assesses the situation then calls Harry "There's a window I think I can reach it," Harry reassures him that he can and Peter takes a step back and as he does steps onto a bin, falls over and makes a huge sound. Harry screams at him down the phone "What was that are you all right?"

Peter's eyes dart around looking for a sign that someone heard him, he dashes behind a bin and keeps still. Peter listens for any movement around him but all he can hear is the frantic beating of his heart and breathing.

Peter listens out for any sort of movement, any sound that might be a person. He hears a mouse moving along the wall, his gaze immediately turns to it but he quickly realizes it's not a threat. Then he hears movement to the right, around the corner, it's rustling, it's approaching, it's a plastic bag in the wind.

Peter calms himself down and sits down against the bin and speaks softly to himself _It's ok Peter no one heard you._

Peter then realizes there is a shadow peering down on him from the corner of the bin, Peter turns suddenly to see Harry standing there "What the hell are you doing Pete? I heard that from road."

Peter's shock subsides and turns to confusion, "How did you get past the gate, its 10 foot tall?" Peter asks. Harry smiles "The gate is open" he says and points to an open gate in the fence.

Peter is a little embarrassed but quickly Harry tells Peter to get on with it and get into the building, "I'll get back to my lookout position," he tells Peter as he scurries away. Peter now backs up and purposefully looks for anything to walk into, he backs up from the wall, takes a run and jumps. He jumps high and is just short of the window.

Peter calls Harry and tells him that he can't make the height, "You're a freckin man spider, you can get up there, walk up the wall if you have to!" is Harry's reply.

Peter backs up again and jumps, again he's just short except this time he grabs the wall and his fingers actually gain traction, they hold his weight for a few seconds but his shoes slip down the wall and he falls down in a heap.

Peter gets up and again talks to Harry "I just fell on my ass, it bloody hurt."

"If you can't get up that way try something else" Harry tells Peter.

Peter agrees and begins walking away when he suddenly stops and thinks to himself, _I can do better than this; I need to do better than this, for Uncle Ben. _

He turns around and walks in between the two bins to get a good run up, he charges at the building and jumps up high, again he is just short but this time he grabs the wall with his fingers and yanks himself up, along with his feet scrambling up the wall, he grabs the window seal and pulls himself into the window.

He calls Harry "I did it harry, I made the jump."

"I knew you would, though you probably should have checked the front door first" Harry replies with a chuckle.

"ha ha, very funny… but its locked yeah?" Peter asks.

Peter sneaks around the upper layers of the factory, he sneaks through the offices looking for evidence but there is nothing there. Peter reports back to Harry, "This isn't an active Maggia site or a safe house, I'm thinking its just another old abandoned factory that they don't use anymore."

"The Maggia don't invest in abandoned factories, everything has a purpose!" Harry replies. "Just keep looking around, think of it like stakeout without the donuts."

Peter begins wandering around the factories upper levels, as he does a number of cars enter the factory grounds, Harry sees them and calls Peter who has his phone on silent and ignores the vibration.

The cars enter the factory and park, three in total. The occupants get out and Joseph emerges from the middle car, he walks towards the center of the factory while his henchmen spread out securing the perimeter and turning on the lights. Peter is now endangered of being discovered, the henchmen are walking up the stairs to where Peter is, Harry is repeatedly messaging Peter to get out of there, the Henchmen approach the room that Peter is searching through when his spider sense alerts him and he sees the lights turning on in the hallway.

A shadow approaches the door, Peter turns around and sees the broken window of the office leads to a roof pylon, and he quickly scampers out.

The Henchmen turn on the light, there is no one in the room and they go to the next room, Peter is standing on the out side of the wall out of their view, balancing on the ledge with the heels of his feet and gripping to the wall with his fingertips, they appear to be sticking to the wall like he has glue on his hands. Peter quickly moves along the roof pylons and hides away in the shadows of the roof.

Another set of cars appear and enter from a different entrance, another group of henchmen exit the vehicles and spread out, all dressed in black military clothing and armed with machine guns. Joseph looks towards the cars, shading his eyes from the car headlight. Once the headlights turn off a white ghostly figure emerges, 6'5" tall, all muscle and an Albino-African. The figure walks over to Joseph and shakes his hand; Peter immediately pulls his camera out and starts clicking.

The two men speak about the next phase, about implementation of batch 74-76, Peter can't really make out what they're saying but takes pictures of soldiers taking freezer cooled canisters and delivering them to the Maggia henchmen along with other packages.

Peter quietly speaks to Harry on his phone "There is a big deal going down, I can't really hear what they're saying but… I think this big guy is Tombstone!"

Hammerhead shakes Tombstone's hand and agrees to the next phase of the deal though some of his commander's object.

"What is this, we aint working for some albino spick, I aint taking orders from no half white, half black, blockhead" the commanders sidekick stands directly behind him nodding.

Hammerhead stops and stares at his commander in disbelief.

Tombstone looks at him intensely and says softly "That's a really hurtful thing to say, to both disrespect and degrade me for the color of my skin and the lack of color of my skin."

He looks at the commander straight in the eyes moving his face squarely in front of the commander. The commander turns white with fear, Tombstone's red eyes pierce his own, sending him nearly to tears.

"What's wrong, afraid of ghosts?" Tombstone taunts the Commander, "I'm sorry sir… I…I…shouldn't have said that."

Tombstone smiles and moves away from him, "That's all right we all make mistakes," the commander sighs with relief, as he does Tombstone turns around violently with rage in his eyes, he grabs the commander by the throat, lifting him into the air with one hand and slamming him into the ground. Tombstone then proceeds to pummel the man as Joseph and the rest of his henchmen look on with horror.

Peter is snapping away frantically at all the action.

Tombstone then stands up after the commander is near death, he takes a handkerchief from his pocket and cleans the blood from his hands, with blood splatter are all over his suit. He looks at his suit and sighs, "Damn, blood is so hard to get out as well."

Tombstone looks across at the commander's subordinate who was nodding behind him, the man still stares, horrified at his commander's body. He slowly turns his gaze towards Tombstone and catches the red eyes of a devil.

"Now I seem to remember you agreeing with your little friend down there, would you like to add something?"

The subordinate stumbles for words "um... no sir... I mean I'm sorry…and... umm."

Tombstone moves towards him, stretching out his arm to the cowering man. Peter leans over to get a better shot of the action and knocks over a loose plank of wood that falls over the edge and crashes into the floor.

Peter freezes and through the camera sees Tombstone turn and look directly at him, the rest of the henchmen do as well and Peter slowly lowers his camera, "Oh damn."

Tombstone and Hammerhead begins yelling "Shoot him, take him down."

Peter quickly runs across the roof beams and jumps out the window narrowly avoiding bullets. He runs and jumps over the fence, though the door is still open next to him, he sprints for Harry who sits in a car trying to start it, "They're coming, they're coming, lets go."

Harry starts up the car and begins driving away, Peter catches up and jumps in. Harry stalls the car as he drives away, "Hurry up Harry, what's wrong?" Harry frantically restarts the car, "I haven't driven a car before" Harry growls back, "What do you mean you haven't driven a car before?" Harry gets the car started again and speeds off, "I have a chauffer, I've never needed to drive before."

As they speed down the street three Maggia cars follow, Harry swerves in and out of traffic narrowly avoiding other cars on the road. "I thought you said you've never driven before?" Peter asks Harry, "I haven't, but I've clocked hundreds of hours on Grand Theft Auto."

One of the Maggia cars catches up and begin shooting at the boys, Harry drives past a motorist and turns in front of them sharply, the motorist immediately swerves left and collides with the first car in pursuit crashing into oncoming traffic.

Harry looks across at Peter with a smile "one down, two to go, just like GTA" Peter looks back and yells "Eyes on the road, just go." Harry looks ahead and sees the light turn orange, the traffic in front slow down but Harry swerves onto the wrong side of the road avoiding oncoming traffic, he then speeds through the intersection as the lights turn red, swings back onto the right side of the road. The following vehicles follow, one gets through but the other one clips a car and spins out in the intersection. A police car sits at the lights, the officers look up from their dashboard at the car stranded in the intersection, the two henchmen stare back. The police turn on the siren and begin pursuit as the Maggia henchmen speed off in the other direction.

Harry looks back and laments "Damn I was hoping that would take out both of them," Peter looks across "What are you doing? You're going to get us killed before they do."

Harry screeches around a corner and flies down the road with the last car in hot pursuit, the Maggia car closes in and begins shooting at them, blowing out some of the windows.

The Maggia car is almost parallel, the passenger and driver both point their machine guns at the boys.

"Haaarry" Peter yells out.

"I know Pete" Harry replies as he looks at across the Maggia, "Haaarry" Peter yells again, "I know, I know" Harry replies, "Harry, RED LIGHT!" Peter yells at him, Harry looks ahead and slams on the brakes, the Maggia car doesn't stop flying into the intersection and slamming into the side of a truck.

Peter and Harry sit in shock, the car has stalled and Harry starts it up again and drives off, "We better get rid of this car and disappear" Harry instructs Peter, "Who's car is it?" Peter asks, "I hot wired it, I think its one of theirs."

Peter looks at Harry with surprise, "Where did you learn to hot-wire a car?" Peter asks, "You tube."

* * *

Tombstone stands in the factory with Joseph, looking extremely displeased, "My master will not be pleased with this, it seems your frame up of the Daredevil has failed, you have failed."

Joseph interjects "We haven't heard from the devil in weeks, he's been on the run, I don't know why he was here tonight, unless…" he says with a thought.

"Unless what?" demands Tombstone.

"Unless it's the other guy, the one helping him!" Tombstone's rage boils over.

"What? Who's helping him, why didn't you tell us this before?" Hammerhead responds.

"We didn't think much of it, we framed Daredevil as you asked, we thought."

"Don't think, just do as we order" yells Tombstone as he storms into his car and drives off. Hammerhead is left standing there with what's left of his henchmen.

**Harry's Apartment**

* * *

When the boys get back to Harry's place they take the camera out and develop the film, when they look at the pictures there's nothing there, Harry asks, "Did you use the aperture, open the iris, all that stuff?" Peter looks at the camera "Maybe it was too dark, I just started hitting the button, just trying to get as many shots as possible."

Harry stares at the camera Peter holds in his hands and asks, "Did you take the lens cap off?"

Peter takes a look down at the camera and realization and dread sweeps through his body, "Oh no."

Harry shakes his head "And they let you into super science class, for a really intelligent guy, you do some really dumb things."

Before Peter leaves to go home he mentions to Harry, "When I was climbing into the window, something strange happened, my fingers stuck to the wall, it also happened when I was hiding, it's like I could grip the walls."

"Are you saying you can actually walk up walls?" Harry asks him. Peter walks over to Harry's wall and places his hands on it, he then pulls himself up and holds himself off the ground. Harry looks at him with astonishment, "Well what do you know" he comments, Peter looks across with a big grin on his face, but then his hands lose there traction and he falls onto the ground.

"I think you're going to need a little more practice Pete."

Peter's joy at walking up walls is soon replaced with fear "Do you think this means I'm becoming a spider?"

"It depends, do you have a craving for insects?" Harry mocks Peter, "Look Pete a fly, yum, yum" the two laugh and say there goodbyes.


	15. Justice and Punishment

Over the next few weeks Peter, with the help of Harry, use the Maggia property list to document Maggia operations. Peter takes photos of individuals involved, the movement of drugs, weapons and other illegal products. Peter leaves the photos anonymously for Captain Stacy at his house. Captain Stacy finally has the evidence he needs for search warrants and to arrest key members of the organization. His task force takes many key members of the Maggia off the street in a raft of high profile stings.

**New York Police Department**

* * *

Captain Stacy sits in his office going over his case notes for the Maggia operations. As he flicks through the pages the commissioner walks in knocking on the frame of the door as he enters.

"Captain Stacey, I see you're making some real progress with the Maggia."

"Yes sir, we're really starting to hit them where it hurts" Stacey replies gleefully.

"That's Great news, but just make sure you don't push too hard."

"What do you mean sir?"

"What I mean is you should be concentrating your efforts on catching the vigilante, the Daredevil."

"We're still investigating that murder, but my focus is on organized crime, not vigilantes."

"Your operation is upsetting a lot of powerful people, people who get their way, if you push them too hard, they will push back."

"What's that meant to mean sir?"

"That means concentrate on the Daredevil" the commissioner fires back as he leaves the office. 

**Midtown high**

* * *

Peter stands in the hallway organizing books in his locker when he hears the students around him grow silent and begin whispering. Peter thinks back to the last time he heard that, when Flash was about to attack him. Peter pulls his head out of the locker and looks at the students around him who all stare down the hall, many begin moving away. As Peter peers down the hallway he sees Jessica Jones tentatively walking to her locker, aware of the glances, whispers and fears of those around her.

The rumor has gone around about her car accident and that she was exposed to radioactive chemicals. People laugh and whisper at the schools newest joke, some move away from her quickly with real fear. Peter looks at Jessica's face and recognizes the isolation, loneliness and hurt that he experienced when he was in the same position.

_Ok Peter, its time for you to make it up to her._

Peter walks past the retreating students and approaches Jessica as she opens her locker.

"Hey Jessica, glad to see you back at school" Peter says cheerfully. Jessica turns around and faces him, tears streaming down her face, "Really? What's great about it? My parents are dead and everyone thinks I'm a freak."

Peter is taken aback by her comments, "Sorry Jessica I just meant its good to see you okay, you know better" Peter stammers, trying to empathise with her, "I lost my Uncle as well I know how it feels."

"So it took for my parents to die for you to speak to me? I'm not okay I'm not better I am a freak" she yells at him and pushes Peter into the lockers, storming off and out the building. All the surrounding students are amazed, none so more than Peter, _She's really strong, like really strong_ he thinks to himself then heads off to class.

During class Peter's eyelids become heavy and begins to close as last night's adventures catch up with him. As Peter's head begins to bob the teacher asks him a question to get his attention. Peter jerks back awake and looks at the board, he vaguely can recall what the teachers question was from his semi-conscious state and linking it with what's on the board gives them the right answer.

His teacher is surprised, "That's correct, but you really should be paying more attention Peter!"

"I am paying attention, just with my eyes closed" Peter replies which brings laughs from the rest of the class.

"You still need to keep you eyes open Peter, even if you know the answers" replies the teacher.

During lunchtime Gwen mentions to Peter that her family are going on a picnic on the weekend, and that Peter should join them. Peter agrees and thinks to himself _Life is finally starting to work out, Everything is perfect_. 

**Maggia warehouse**

* * *

That night Peter infiltrates another Maggia property taking photos of their operations, drug shipments and key members. Whilst he takes photos he notices a truck arrive to the loading dock and people being herded into the back. The henchmen also take cool bags filled with vials of a blue liquid and load them into an accompanying van. Peter realizes that these are new volunteers and experimental drugs that Skyes spoke about.

_If I can just follow that truck it'll take me to their main operation_.

Peter waits in his hiding spot considering whether to stay where he is and continue to take photo's, or find a way to follow the truck. After some hesitation Peter climbs down from the factory roof and sneaks down towards the loading dock. As Peter approaches, crouching behind some barrels he hears a loud thud. Peter looks up and notices one of the cold storage packs has been placed on the barrels he hides behind whilst its owner stops for a cigarette.

Peter peers up at the unsealed storage pack, and its owner who faces away oblivious to Peter's presence. Peter fixates his attention on the henchmen as he slowly reaches up and into the bag for a vial. Peter slowly opens the zip, not to make any sound then slides his hand inside grabbing one of the vials. Peter now slowly pulls out the vial but the vial gets stuck on the opening and moves the bag making a sound. The henchmen turns around and spots Peter dressed in all black with a ski mask and a hand in his cold storage pack, "Hey" he yells out alerting the other men around him.

Peter panics and pulls his hand out hard opening the zip and sending the pack and its content flying except for the one vial in his hand. The henchman throws away his cigarette and pulls out his gun firing. Peter however is too quick and darts out of sight, he speeds down an aisle where two more men approach, guns drawn running to find our what has happened. Peter runs directly at them and before they have a chance to know what has happened Peter has struck both of them sending them flying into the shelves.

Peter emerges from the building's side entrance; he shuts the door behind him and moves a bin in front of it. Peter takes a deep breath and sighs in relief until he hears footsteps. Peter looks at both ends of the alleyway and sees armed men running towards him guns firing. Peter's exit door begins pounding as his pursuers try to open it, he looks around for somewhere to go, the only place is up.

Peter jumps up to the fire escape and pulls himself up to the first platform. Bullets whizz past his head as the men in the alleyway shoot up at him. Peter scrambles up the fire exit, half way up he discovers one of the platforms and stairways are damaged, he can't go any further. Peter looks down and sees some of the men climbing the fire escape after him, he looks around for somewhere to go but there is nowhere.

_There's no way I can get up there, unless…_

Peter takes of his shoes, tying his show laces together and hanging them around his neck. As bullets fly past him Peter reaches over and grabs the wall, his fingers grip the wall and take his weight. Peter then places his other hand on the wall and it also grips and takes his weight.

_I really hope this works._

Peter cautiously places this toes on the wall and he feels them grip the wall and stick to it. Peter smiles to himself, _I really am a spider_.

Peter moves across the wall cautiously moving up one limb at a time, crawling up the side of the wall. Peter reaches the next intact platform but his fingers and toes begin to quiver and lose their grip. Peter begins to slide down the wall, he scrambles to pull himself up then reaches across and grabs the platform railing.

Peter climbs the rest of the fire escape to the top of the building then leaps from rooftop to rooftop making distance between him and the Maggia henchmen. Peter gets to the end of a row of buildings and there is a large space between him and any other building. Peter looks around for somewhere to go and notices a flag pole he could use to swing to another building, but its too far for him to jump himself.

Peter takes out his phone and messages Harry, [I've got something better than photos] he looks down at the blue vial in his hand, places it back in his pocket and heads down the stairs to the street below thinking, _If only I had a grappling hook_.

**Unidentified location - Hell's Kitchen**

* * *

Tombstone waits in a dark room silently, staring at the TV. Joseph enters, "Um, Sir, there's been an incident."

Tombstone swings his chair around staring at Joseph, "Again? This is out of control, you need to end this."

Joseph looks at Tombstone with confusion, "End it sir?" he asks tentatively, "You need to end the police, end this squad."

Joseph is stunned, "But sir we can't just kill cops, the whole force will be after us!"

"Don't worry about that, it's being handled."

**Oscorp Tower**

* * *

The next night at the Oscorp Science Academy Peter and Harry continue with their practical work, as they always do, but in between speak about Peter's encounter the previous night, and what could this new drug possibly be. Peter then looks into an adjoining lab that has a new compound analyzer which automatically separates and identifies the contents of a liquid. He suggests to Harry that they speak with Dr Connors and ask if they can use it. Harry shakes his head in disbelief, "Why would he let us use one of the most expensive pieces of equipment here?"

Peter is slightly embarrassed, "Maybe if we explain the situation, he was quite supportive when I lost my uncle, he told me if I need anything I could see him."

"I don't think analyzing mysterious drugs stolen from the Maggia was what he had in mind" Harry quips back sarcastically.

"Maybe we could tell him about my accident, about what is happening to me? He may have the answer."

"The answer? What is the question?" Harry asks confused.

"Am I becoming a man spider?"

"Oh come on Pete, you're not turning into a spider, you'll be fine, I've got an idea on how we can get access to the analyzer anyway, just wait."

After class Peter and Harry walk towards the elevator but instead of getting in they sneak into an office and wait for everyone to leave. When they no longer hear anyone around the sneak out towards the lab next door with the compound analyzer.

The boys turn the instruments on and search around for the instructions. They take a while to get the instrument working but finally begin the analysis. As they wait for the results Dr Connors appears from around the corner, "What are you boys doing?" Peter tries to hide the blue vial but Connor's spots it, "What is that Peter?"

Harry begins to answer but Peter gets in before him, "It's a drug."

"Drugs? Peter Parker I'm very disappointed in you, I would..." Peter cuts off Dr Connors, "It's not my drugs we… found them."

"If so why do you want to analyze them? Why don't you just give them to the police?"

"It's a new drug, the police don't know what it is, only Oscorp has the technology" Peter pleads with Dr Connors.

"How are you involved with this Peter?"

Peter hangs his head with sorrow, "The people making this drug killed my uncle, that's why we're helping."

Dr Connors mood changes from anger to sympathy, "Oh, I'm sorry… In that case why don't you get your father involved Harry?"

"My father has no interest outside his work and business, empathy isn't his forte"

"Good point"

Connors waits with them for the results, explaining how the instrument works and ensuring that the boys have done everything correctly. After half an hour the results begin coming through, firstly the atomic components, the proportion of each atom with in the structure. When it does the boys try to make some sense of it but it's too complicated, however Dr Connors stairs intensely, eyes wide with anticipation. "Hmmm lots of Potassium, not much Carbon, that's unusual for a drug."

When the complete Chemical structure is shown in 3-D model view Dr Connors gasps. "What is it?" the boys ask him, Connors doesn't answer them, he just mutters to himself, "It can't be, I thought they stopped."

"Dr Connor's do you know what this drug is?" Harry asks, Dr Connors momentarily emerges from his trance, "Yes, but many years ago…" Connors replies then enters into deep thought.

"What kind of drug is it?" Peter repeats Harry's question.

"It's not a drug, it's a serum, something from a long time ago."

Dr Connors eyes dart back and forth as he scans his memories and ponders what this means. "Dr Connors, are you alright?" Peter asks, "Yes, yes I'm fine, you boys stay away from this, it's dangerous."

"We'll be careful" Harry replies which brings the ire of Dr Connors.

"Under no circumstances do you get involved with this" Dr Connors looks directly at Peter, "Promise me you won't continue with this." Peter nods slowly, "Ok I'll keep out of it."

The boys begin to leave, Peter picks up the vial as he does, "No Peter, you can't take that with you" Dr Connors tells him sternly and takes the vial from his hand.

**Gwen Stacy's house**

* * *

On the weekend Peter goes to meet with Gwen's family, they are taking a trip to the countryside. Peter walks down the street, beaming with excitement in anticipation of his first family outing with Gwen's family. Peter looks at the beautiful sunshine, admiring as it shine through the leaves and branches.

As Peter approaches Gwen's house he notices two men leaving Gwen's front yard and driving away in a car. As they drive past Peter recognizes one of them from the photo's he's been taking at Maggia hideouts. Peter looks directly at them and they speed off as he does Peter freezes in fear, _Oh no, Gwen_.

Peter runs down street and charges up the front path, he tries to open the but its locked, Peter takes a step back and charges through the door knocking it off its hinges. Peter falls onto the floor with the door and looks up to see Gwen's family packing baskets and bags, staring down at him in horror.

"What the bloody hell do you think you're doing?" Captain Stacy yells at him, Peter is lost for words, "Sorry sir I thought Gwen was… I mean there were men…"

"What are you talking about" Captain Stacy growls at him as he inspects the door frame, "Get out, your not welcome here" he continues. Peter stands up as Gwen approaches to check if he's been hurt, Peter gathers his bearing "Sir, there was some men in your front yard, they looked like Maggia" Peter finally explains as he gathers his thoughts. Captain Stacy stops inspecting the doorframe and takes in what Peter's saying, he turns and walks towards Peter, as he does there is a huge explosion in the front yard, BOOOOM.

The pressure of the blast shatters all the front windows and knocks Captain Stacy to the ground. Flames burst through the front door setting the widow frames and curtains alight. Captain Stacy lies on the ground unconscious after knocking his head. The family scream and cry in terror, Peter runs around to check if everyone is ok, once he sees that no one else is hurt Peter runs out the front and takes the garden hose, he turns it on and doses the curtains and furniture extinguishing the fires.

Squad cars and fire trucks soon arrive; Captain Stacy regains consciousness and sits out the front of the house on his footsteps. An officer races up to him, "Thank god you're alive Sir, I'd thought the worse."

"It's all right Officer, they'll have to try harder than that to stop me" he jokes, the officer's face turns white with dread, "Haven't you heard sir?" she asks, "Heard what" Stacy asks concerned, "The rest of you unit were attacked as well, I'm not sure anyone else is left." 

**New York Police station**

* * *

Captain Stacy bursts through the precinct doors to a scene of utter commotion. Officers are running left and right, people on phones trying to determine who is alive and who isn't. Stacy barges through the crowd to his office, sits in his chair and looks at the white board outside, the names of his squad are written, most with a red cross next to them, only his and Frank Castle's remain uncrossed.

Stacy begins weeping to himself; he wipes the tears from his face as an officer enters the room, "Is there anyone left?" Stacy asks with a quivering tone, "Sorry" the officer asks quietly, "Is there anyone left?" he yells back with anger, "I'm sorry sir, they're all gone, except Frank, he's family we're murdered but he wasn't with them, we are still trying to locate him."

"Ok, keep trying" he replies.

**Peter's house**

* * *

Peter sits at home with Aunt May and Harry. He's still shaken up by the days events and has a warm cup of tea made by his Aunt. Peter's phone rings, he sees it's Gwen an he frantically answers it.

"Hey Gwen, is everything ok?"

"No Peter, we have to go into protective custody, we're leaving tonight, we're leaving now."

"What? But when am I going to see you?" Peter asks in shock, "I don't know, when the Maggia are stopped I guess, it's not safe for us here anymore" she replies.

Peter stands in silence, trying to comprehend what is happening, on the other end Gwen is being rushed by the police to leave, "Hey Pete, I have to go, they're taking my phone, I just wanted to say…" the phone goes silent, Peter frantically tries to call her back but the phone is disconnected. Peter turns silent and sits down with his head bowed.

Harry takes him up to his room to lie down, as they enter Peter looks down at his bag with a ski mask poking out, "They're not taking her as well, no more photo's Harry, it time to shut them down for good."


	16. The dark path

**New York Police Department**

* * *

Captain Stacey sits in his office, holding his head in his hands. The commissioner walks into the room and asks, "How are you progressing with the Daredevil case?"

"My squad, my friends are dead" Stacy yells at him.

"I told you not to push too hard, they are dangerous" the commissioner replies. Stacey looks up in disgust. "When did you give up serving the badge, and start serving the dirty green hands or organized crime?" he asks with disgust.

"It's not that simple, we all have families Stacy."

"So did Frank Castle."

The Commissioner's shame is written all over his face, he looks down in disappointment "They will always win, they're outside the law, we can't do what they do, they will always win." The two silently stare at each other; the commissioner then turns and leaves without saying a word.

Stacy sits in his office and drinks a glass of straight whiskey; he stares at the glass, tears well up in his eyes. After a few moments of reflection the phone rings, he sees the number, it's Frank.

"Frank, are you ok?"

"I'm not ok George, I'm not going to be ok, I'm going after them, I'm not a cop anymore"

"I understand, do you need any help?"

"George?"

"They need to pay, we'll play by their rules."

**Peter Parker's House**

* * *

Peter and Harry sit in Peter's room discussing how they can find the Maggia's main base of operations and bring them down. Harry explains that they've visited all their properties and haven't found anything that looks close to being a secret testing laboratory. As they continue to discuss Peter recalls that Skyes described how the experiments were using new drugs and electricity, he suggests they look for somewhere using lots of electricity.

Harry's eyes light up, whilst he was cross referencing all Maggia facilities with their electricity usage he found something strange, a block of abandoned Maggia buildings, all on the same block, but with high electricity usage. Harry suggests that maybe the building are not the reason the Maggia purchased them, maybe they only scratched the surface when they visited them. Peter is confused, "Scratched the surface?" he asks, "As in the main experiments are being performed underground!"

"Ahhh, I get it" Peter replies slightly embarrassed.

**Abandoned factory - Hell's Kitchen**

* * *

Peter and Harry visit the site of the abandoned Maggia buildings, making sure to avoid the random patrols of Maggia men. After searching through the basements Harry finds a door to the basement. The two boys entered into the dark room and quietly explore lighting the way with a Phone LED light as neither remembered to bring a flashlight.

After searching for a while they find a brand new door with a keypad entrance. Harry takes his computer and connects it to the pin pad. "Don't worry Pete, I'll have this open in no time."

After a few minutes, Harry is struggling to unlock the system and lashes out in frustration, "This lock isn't opening, its high-tech, really advanced, like military or major corporation advanced."

"Are you telling me you can't open it?" Peter asks concerned, "Of course I can Pete, it'll just be more like five minutes than two minutes."

Harry works away for another few minutes, whilst Peter keeping lookout for anyone that might discover them, finally Harry opens the door.

"I think you should take it from here Pete, I'm not really good with the whole fighting thing." Peter agrees and Harry sets him up with an earpiece and tracker. "Pete, when I hacked in I also got access to their entire security system. If you need anything, just tell me and I'll make it happen."

As Peter enters the door he walks down the hallway to another door with a keypad. Peter looks down at the keypad and shakes his head with disbelief, he looks back to the door he just entered through but it's closed. _What am I gonna do now,_ Peter thinks to himself when suddenly a green light flashes on the keypad and the door opens, _thank you Harry_.

Peter enters a large open space with makeshift rooms and cages aligned in rows. Peter carefully sneaks through the area peering into cells with test subjects and reading the labels for each room. Peter sees lots of labels with SS76, DF8 and similar. As he takes a closer look at the subject's patient records he sees lots of test results for strength, endurance, healing, power and other abilities. He also notices that some have specific notes, some talking about serum and radiation, others talking about dark force radiation.

As Peter continues sneaking through the facility he sees more and more disfigured people, some are grotesquely muscular, some disfigured and others with mechanical limbs and organs inserted into their body.

Peter struggles to deal with what he is seeing, he finally walks past two rooms, side by side with two test subjects, one a large African-American man, and next to him beautiful young blonde white girl. The African-American man skin doesn't look normal, it has an unusual dark shimmering, almost as if light doesn't reflect off it and is being absorbed. The blonde girl however is the opposite; she appears to have an indefinable ambient glow of light.

When they see him they instantly realize he doesn't work there, they run over to the glass door and bang on it to get his attention. Peter tries to get them to quite down and not draw attention to him but they beg him to free them, they point down to the door locks but Peter can't help them. Peter gets them to quite down and he gestures to them that he's going get them out by opening the doors from the main control center.

Peter sneaks through the facility avoiding scientists and guards, eventually finding the main control center. Peter enters the control room and walks over to the control panel, "Hey Harry, I'm having a little trouble here, how can I open up all these doors?"

The connection between Peter and Harry's communicators isn't working well underground and Harry doesn't receive his message. Peter looks down at the control panel again when suddenly he hears the toilet flush, he looks to his right and sees Tombstone exit, wiping his hands with paper towel.

The two stare at each other for a few moments, not quite sure what to do. Tombstone smiles at Peter with menace, displaying his razor sharp teeth. Peter breaks the silence by asking Tombstone, "So what do they call you piranha man?"

Tombstone isn't impressed, his menacing smile becomes a scowl, "I am no piranha, I am the Tombstone" he retorts angrily "Who are you little man?"

"Well, my friends call me amazing, my enemies call me 'arrgghhh don't hurt me,' but you can call me John."

"John?" Tombstone asks Peter with confusion, but before Tombstone can comprehend what is happening Peter has begun his attack, flying forward kicking him in the chest. Tombstone winces in pain as he slouches in the corner. Peter runs for the door but Tombstone is quick to his feet, he charges at Peter and tackles him before he escapes.

Peter pushes Tombstone off and throws punches to his body and face. Tombstone does not flinch or try to avoid Peters blows, he charges straight at Peter throwing wild hooks. Peter is unable to hold him back and Tombstone shows great strength with his powerful blows and wrestles Peter to the ground. The two struggle, wrestling on the ground until Tombstone grabs Peter's arm and handcuffs it to a railing.

Tombstone cleans the blood from his face whilst laughing at Peter struggling to get out of the handcuffs.

"You're not so smart now are you?"

"Well I didn't think you'd be that strong, is it something to do with these tests, is that what they did to you?"

"They gave me the serum to make me strong, I was one of the first to survive."

"What is this serum people keep talking about, is it a drug?" Peter asks inquisitively. Tombstone is surprised by this comment, "You don't know about the serum? You're not a super soldier?"

"Do you mean like Steve Rogers super soldier?" Peter asks excitedly, Tombstone now closes up, not responding to Peter's question and taking his radio to call security. Peter quickly interrupts him making the call, did their experiments make you look the way you do?"

Tombstone's face first fills with anger, but that is quickly replaced with sadness, "I've always look like this."

"That must've been hard, I know what its like to be ostracized" Peter replies it sympathy.

Tombstone explains growing up in Harlem, as the only albino African-American was the worst hell you can imagine.

"The nicest thing anyone ever said to me was that I look like Michael Jackson's brother. Every day he was teased, bullied and beaten up. The teachers did nothing, the police did nothing, I was a minority within a minority, being racially abused by the racially abused."

"That's so terrible, no one deserves that" Peter empathizes "How did you survive?"

"When I was ten I was stabbed five times in the back with a pen in a classroom, I walked home with a bloodied shirt, no one helped me, no one cared. That day I decided I was no longer going to be bullied" Tombstone's sadness breaks slightly with a sinister grin.

"I decided I was going to be the bully! I stood up to everyone at that school, I fought everyone who looked sideways at me, and I grew tall and strong, they grew scared, I gained power and I liked it!"

"That's so terrible" Peter responds a tear falling from his eye." I know exactly how you feel, I was bullied too, not like you were, but I was the person everyone picked on."

Peter continues, "When I got stronger I had a choice to stand up for myself and do the right thing, or become the bully. I learnt the hard way that bullying back doesn't work. Someone close to me said that with great power comes great responsibility, and I've had to learn that the hard way. Maybe you can too, let go of your anger and frustration, try to do some good with the power you have."

"That's great for you, I'm so happy for you, you had a family that cared, you have people that look after you, I don't, I never did" Tombstone yells back with pain and anger. "My father left when he saw me born, my mother and brother didn't want to know me, they pretend that I didn't exist. They used to call me a ghost, they said I had no soul I was beaten and treated like an animal."

"So you took the dark path, to become a criminal? The killer of innocent people?" Peter asks.

"There was only one path for me, to become the ghost they spoke of, a man with no soul, death incarnate, the Tombstone" he gloats whilst showing off his sharpened teeth and glaring with his red eyes.

The two now look at each other deciding what to do next; Peter breaks the silence, "Doesn't that hurt when you bite your tongue?" Peter asks startling Tombstone, "You have no idea" replies Tombstone smugly. Peter's phone rings, "Sorry I have to take this" Peter informs him taking the phone out of his pocket. Tombstone orders him, "Put that down, now!" Peter answers the phone ignoring Tombstone who charges towards him. At the last minute Peter pulls the handcuffs away from the railings breaking them apart, Tombstone lunges forward at Peter who rolls backwards and flips Tombstone over his head and into the wall behind him.

Peter gets up and looks behind him, Tombstone is dazed; Peter runs to the exit door and sees the three enforcers followed by soldiers heading in his direction. "I'm in trouble I need a way out of here" Peter pleads to Harry with urgency.

"I've got just the thing" Harry replies, suddenly all the cell and cage doors open releasing all the subjects. Mayhem erupts throughout the facility as soldiers begin attacking escaped subjects who also attack them, some with unique abilities.

"Thanks for the distraction Harry, but how do I get out?"

"Climb Peter climb!"

Peter takes his shoes off and climbs up a pylon, using his adhesive hands and feet to pull himself up, then using roof girders as monkey bars avoiding the battles below.

Tombstone gets his senses back and sees that the facility has been overrun and the subjects are escaping, he hits a self-destruct on the main panel and sees the countdown begin at 120 seconds.

"120 seconds? Really?"

Tombstone rushes through the crowd meeting the enforcers, battling through the crowd, throwing subjects left and right on their way to the exit.

As the enforcers and Tombstone emerge they dive out of the building when the facility explodes sending debris flying.

Peter has escaped jumping to an adjacent building. He looks down to see Tombstone and the enforcers escape to a waiting car, but he also notices two of the subjects he had encountered inside running down another alleyway, the African American man, Tyrone Johnson, takes a cloak to cover himself and shelters his cell neighbor Tandy Brown with him.

**Undisclosed location - Hell's kitchen**

* * *

Tombstone returns to his apartment and calls his boss, "The police didn't take our advice, and the Devil's friend was there, he's stronger and faster than me, I think he can even walk up walls, he's not human."

"You've failed me for the last time, the Maggia have failed for the last time, now its time to move the project offshore, New York has become too dangerous" replies the voice on the other line.

"What are your orders Sir?" Tombstone asks tentatively, "Take out some insurance to stop the police from upsetting our relocation, don't kill them, that doesn't seem to work, take something precious to them, or someone precious to them."

As the person on the other line hangs up he watches a video of Peter rescuing people from the burning car all those weeks ago, he has multiple screens and is studying all the videos of Peter including inside the facility, "Very interesting, its seems someone has perfected the super soldier serum before us" he comments to himself.

**Police safe house - Secret location**

* * *

Gwen returns to the safe house her family has been living in. She returns with one of the officers after doing some grocery shopping. As they walk up the front path Gwen hears a dull thud, she turns around to see what it was but a cloth covers her face and she falls unconscious. When she wakes she opens her eyes groggily and see's the sinister grin of a pale white face with sharpened teeth.

"Arrgghhh" she screams, Tombstone laughs at her, "She looks like she's seen a ghost."


	17. The Other Path

**New York Police Department**

* * *

Captain Stacy walk into his office and sits down looking at his files. Within them he sees an envelope, this is unusual and immediately draws his attention. Stacy opens the envelope and it states simply [Stay out of trouble and your daughter will be returned safely].

Captain Stacy freezes in dread, then the phone rings. He looks down at it and takes the receiver with his shaking hand, "Hello" he asks tentatively, fear grips him. "Sir, I'm sorry to inform you, your daughter has been taken."

Stacy slams down the phone, tears well up in his eyes as grief consumes him. Stacy places his head on the desk, covers it with his arms _what have I done_. After a few minutes of self loathing Captain Stacy sits up and pours himself a glass of scotch, he consumes the first glass whole and pours another. As he sits staring at the glass contemplating finishing it, and the bottle, he returns to his senses and realizes that he must tell Peter. Stacy dials Peter's number who answers and is mortified at the news, "How can this happen?" he pleads.

"The Maggia, they have infiltrated the police, they have no boundaries, we can't stop them"

Peter hangs up, and clenches his fist in rage, "Arrrggghhhh" he yells in frustration, "I have to end this, no more photos, this time I will be the vigilante."

**Harry's apartment**

* * *

Peter meets with Harry in his apartment, Peter is really concerned that the Maggia are going to kill her and its all his fault for his attack on the Maggia facility. Harry tells Peter that they can't back down now, that his uncle would be proud of what he's done and he can't be bullied anymore, they have to save her.

Peter and Harry discuss how they could possibly find her. Peter talks through his previous encounters, he mentions the enforcers and how silly Dakota looked dressed like a cowboy.

"That's it Pete, anyone walking around New York dressed like a cowboy would definitely have been snapped and put on Facebook or Instagram. All we have to do is find photos of a cowboy in New York and we'll find the Enforcers" Harry tells Peter who agrees.

Harry show's Peter an algorithm he has which can track social media posts by a search term and display them on a map. Peter is amazed, "how can you get that data?" Peter asks, Harry smiles, "Oscorp phones keep track of your location all the time, there's a back door which I use to take a sneak peak."

The two boys activate the search which shows a huge concentration around times square, "That's it, he must be staying in Times Square" Peter proclaims. As they show a gallery of the images they quickly realize that it's not Montana but the naked cowboy.

They realize they'll have to be more specific in their search and actually look at images to determine which cowboy is their cowboy. Harry sifts through the naked cowboy photos, staring at them a little too long until Peter tells him to focus on finding Montana.

Finally they filter out the naked cowboy images and find specific images of Dakota. The images are spread around New York though there are a few concentrations.

Peter sits with his head in his hands thinking about any clues that might lead them to where the enforcers are hiding. After a few minutes in silence Peter remembers hearing Fancy Dan complain about his shoes getting dirty and that there is a shoe cleaner near where they're staying, along with a Starbucks. The two boys cross reference the sightings of a cowboy in New York with shoe cleaning shops and Starbucks, finding one area that fits all three descriptions, Exchange Place, across the Hudson river in Jersey City.

The boys are please with their work and begin organizing themselves to take on the Enforcers. Peter pack his bag with his ski mask when Harry stops him, "Hey Pete I've got a surprise for you" Harry pulls out a new ski mask, it has much larger eye sockets with mesh over them.

"See Pete, Nice big eye holes so you can see properly and avoid any lamps that might be in your way."

Peter laughs sarcastically, "ha ha ha, very funny" and tries on the mask, it fits perfectly and the large mesh eye sockets make it easy for Peter to see out of.

"So this is it, me and you against the whole Maggia crime family? Sounds fun" Harry states with apprehension, "I think we're gonna need some help, and I know just the person" Peter replies with a grin.

**Exchange Place - Jersey City**

* * *

A short ferry ride from New York City is Exchange place, a large open mall leading onto a pier with outdoor tables, chairs and umbrellas set out for patrons to sit, drink coffee and watch the world go by. Peter joins the crowd, sitting with his gaze fixed on the plaza, waiting for a sign of the trio. Harry stands at the other end of the plaza also watching intently for their prey.

After a few hours of waiting the three Enforcers finally emerge from their hotel and begins walking along the river. Peter follows them keeping his distance, Harry joining him soon after, "What are you going to do now?" Harry asks, "I'm going to take them out and make them talk" Peter replies and when no one is looking he puts on his new mask and silently speeds up behind them like a cat as Harry runs for cover to hide. Peter firstly grabs Fancy Dan and throws him into the river, _that will nullify his guns_.

Peter then is attacked by the Ox who throws punches at him but Peter is too quick, easily avoiding them and then with a kick sends him flying through the air. Peter then feels his spider sense tingling, he immediately jumps into the air avoiding Dakota's whip. Peter lands softly on his feet, crouching down with one hand placed on the ground for balance. Dakota cracks his whip and captures Peter's arm with it, Dakota tries to pull him but Peter doesn't move. Peter yanks hard on the whip sending Dakota flying towards him, Peter spins around and strikes Dokota in the chest with a back fist knocking him to the ground and out of breath.

The Ox looks on in horror at how easily this masked man has taken out his partners. The Ox begins running away but Peter quickly catches up. The Ox sees a temporary mesh fence and jumps over it, what he didn't know was that it leads to a car park that's 10 m below. The Ox crashes to the ground breaking a leg, an arm and hitting his head.

Peter climbs the fence and jumps down next to the Ox again landing softly. Peter crouches over him with his large mesh eyes staring down like an alien.

"Where is the girl? Where is Tombstone?" Peter demands.

"I don't know about no girl, I swear"

"Where is Tombstone? You know where Tombstone is" Peter continues his questioning, pressing down on the Ox's broken leg.

"Aaaarrrghhhhh, Ok they're loading everything from the lab onto a ship in Brooklyn, Red Hook that's all I know"

"Where are they taking it from, where is the lab?"

"62nd avenue, in Flushing, that's all I know I swear" the Ox yells out as he grimaces with pain. Peter whispers to him whilst pushing harder on his leg, "You better not report back to the Tombstone, you know what he'll do to you?"

The Ox winces and cries out in pain, "I won't, I won't, he'd kill me." The Ox feels the pressure on his leg subside, he opens his eyes and looks around, and there is no one to be seen.

**Gwen Stacy's house**

* * *

Captain Stacy arrives at his home, pulling up his car out the front and hitting the curb as he parks. He slowly stumbles out of the car and staggers up the driveway dragging his feet. Peter waits behind a tree, dressed in his disguise and emerges as Stacey arrives at his door. Stacy seeing someone in a ski mask approaching him immediately attempts to un-holster his gun but can't manage to get it out.

"Wait, Captain Stacy, I'm here to help" Peter urgently pleads with him. Stacy stops fumbling for his gun and looks at the figure standing in the shadow of his fire-scarred tree.

"Do I know you?" he asks, "No you don't, but I can save your daughter" Peter replies in a deeper tone.

"How, how can you save her?" Stacy asks despondently, "I know where they're keeping her, but the only way we can save her is with people outside the law, vigilantes like me, like the Daredevil."

"Well what do you want me to do about that?" Stacy replies in a slurred speech, "I need you to stop your investigation into him if he's going to help us."

"I'll lose my job if I do that, the commissioner will have my badge for sure." Peter is silent for a moment then replies "you'll lose your daughter if you don't."

Stacey nods his head "Ok, I'll kill the investigation, but I want to be involved, I want to make them pay for what they've done to my family, my friends."

"Deal" Peter replies,

"And I have a friend who's also got debts to pay" Stacy adds to Peter's agreement.

"Okay you go to 62nd avenue flushing at 9pm and wait for my call, we'll let you know when your daughter is safe, then you can pay your debts."

**Mathew Murdoch's office - Hell's kitchen**

* * *

Peter visits Mathew Murdoch's lawyer offices and sits down with him, they speak briefly about school, his Aunty but then Peter gets down to business. Peter mentions that his friend was accused of a crime he didn't commit and he needs some help getting out of it. Murdoch's pulse quickens _Is this boy trying to frame me?_ he thinks to himself.

Peter continues to explain that he can have that investigation canceled if his friend helps out with a favor. Murdoch now understands Peter, he nods and smiles.

"So what's this favor?"

"Meet me at the docs in Red hook Brooklyn at 9pm" 

**Red Hook Docks - Brooklyn**

* * *

Peter and daredevil arrive at the docs and scope out the ship as cargo is being loaded onto it. Overseeing these men are soldiers dressed in black fatigues. The two sneak closer to the ship to get a better look, they see an opportunity to board when two Maggia henchmen leave their post guarding the ships gangway whilst Peter and Daredevil quickly sneak on-board.

The two sneak through the ships deck, avoiding Maggia and soldiers who patrol the ship. They get to that end of the ship and cautiously open up a hatch to enter the living quarters. As the two search room to room they are discovered by a soldier, Peter attacks the man punching him in the stomach, then throwing him into a wall. The soldier grabs Peter's arm and his grip is strong, Peter struggles to break loose, Daredevil grabs the soldier from behind and pulls him off Peter, at the same time Peter swivels his arm and pulls in the other direction. Instead of breaking the soldiers grip, it breaks his arm, tearing it in two and revealing that it is in fact a bionic arm. Daredevil puts the soldier into a chokehold and leaves him unconscious.

The two look at each other in amazement, "He's a robot" Peter proclaims, to which Daredevil counters, "Actually he's a cyborg, part man part machine."

Peter finally enters the room where Gwen is being kept prisoner, gagged and tied to a chair. As Peter rushes towards her a shadow darts out from the side of his vision. Gwen looks across with panic as a soldier flies across the room and tackles Peter into a table. Peter is startled and holds the attacker off him, Daredevil quickly enters the room and attacks the soldier from behind firstly in the kidneys but they are not soft and tender, but hard and metallic. The soldier looks around and smiles at Daredevils attempted attack, who responds with a quick strike to the back of the head knocking him unconscious. The soldier collapses on top of Peter.

"Are you ok?" Daredevil asks

"I'm fine just get her out of here."

Daredevil unties Gwen as Peter pushes the soldier off to the side of him, Daredevil looks back and asks, "Are you coming?"

"There's one more thing I have to do before I leave" Peter replies.

Daredevil takes Gwen to the back of the ship and lowers her over the side with his grappling hook where Harry is waiting in small boat. Harry wears a ski mask and gives a phone to Gwen and asks her to call her father. Gwen calls and tells him that she's ok and safe. Captain Stacy cries with relief asking where she is, she tells him it looks like the Red Hook Docks and he hangs up. Captain Stacy sends out a call for all available police units to converge on the docks, he then calls Frank and tells him "Gwen is safe, the rest of them are yours."

**Maggia Factory - 62nd Avenue Flushing**

* * *

Joseph oversees the clean up and destruction of any evidence of their activities, accompanied by two black fatigue soldiers. As they continue their work Joseph hears screams, and gunfire. He orders the men to check it out, as they open the main factory door it explodes sending them flying through the air. From the clearing smoke a lone figure emerges carrying a shotgun and an uzi. He wears A black overcoat, all black clothes with a white skull painted on his chest, its Frank Castle.

Joseph ducks for cover as Frank begins firing at anyone in his path. One of the soldiers stays back with the other Maggia henchmen holding off their attacker firing at him whilst the other soldier follows Joseph to safety. 

**Red Hook docks - Brooklyn**

* * *

Peter searches through the living quarters for Tombstone battling any Maggia or soldier he finds. Daredevil follows him and they emerge back onto the deck where they finally see Tombstone instructing his henchmen on their work.

Daredevil places a hand on Peter's shoulder, "It's time to take your revenge!" The two charge up the side of the boat, battling Maggia henchmen as they go. As they reach tombstone he puts his hands up and gives up, "You got me Devil, I surrender" he speaks with a sly grin. Peter replies with anger, "I'm not the police, I want my revenge" and leaps at Tombstone knocking him to the ground. Daredevil fights off Maggia and cyborg soldiers, facing up to 10 at a time, using his grappling hook to swing off cranes and masts avoiding bullets, the reappearing to provide devastating blows.

Peter uses his strength, speed and martial arts to attack, but Tombstone is a street fighter, as Peter lands his strikes he just keeps coming. Tombstone slams both Peter and himself into a group of barrels and they fall down a staircase. The two get up groggily, gathering their bearings, Tombstone giggles to himself as he sees Peter holding his arm in pain.

"Fancy martial arts don't work against a street fighters, we can take a punch, and you ballerinas can't."

Peter's rage is now out of control he attacks wildly, forgetting all his training and Tombstone knocks him to the floor with two devastating blows. Peter struggles to his feet and Tombstone lets out a bellowing laugh,

"You can't take me ballerina, I'm too strong, too powerful."

Fear grips Peter who turns to escape up the stairs but Tombstone grabs him from behind and squeezes him in a bear hug. Peter can't breathe, Tombstone is too strong, he can't break the grip. Tombstone whispers in his ear, "Survival of the fittest," Peter panics as his strength wanes, _If I can't beat him with strength use your brains Peter_. Peter drops his head forward losing consciousness, Tombstone moves his head across and suddenly Peter jerks his head back violently hitting Tombstone in the face.

Tombstone is momentarily stunned but doesn't loosen his grip. Peter instantly flicks his heel behind him, between Tombstones legs and hits him in the groin, Tombstone instantly lets go of Peter and crumbles to the ground. Peter takes in a deep breath and attacks Tombstone with several blows to his sternum, temple and throat. Tombstone can't react quickly enough and crumples to the ground in pain.

Peter picks up a metal bar and approaches Tombstone, ready to finish him off. Tombstone looks up, blood over his face and smiles, "That's it boy, you're just like me, come join me on the dark path."

"I don't hurt the innocent, only the guilty" Peter yells angrily.

"Well you won, you have the power to end it, so get it done" Tombstone replies resigned to his fate. Peter stops suddenly remembering his Uncle's words, _With great power, comes great responsibility_. As he pauses police sirens along with red and blue lights fill the dark air, Peter throws the pole away, "Justice will be served, but not by me" and he turns and limps up the stairs.

Daredevil is still battling multiple adversaries and yells to Peter, "We have to go now." Peter quickens his pace and they take out the remaining Maggia and run to the end of the ship. Daredevil takes out his grappling hook and swings the two to another pier where they meet Harry and Gwen and sail off to safety. As they sail off Peter looks at Daredevil, thanks him for his help and mentions "I've gotta get me one of those grappling hooks."

Tombstone stands on the bow of the ship, picking himself up and gazing over the water seeing the boat sail away. He turns to see police cars surrounding the end of the dock and police swarming towards their ship, Tombstone takes out his phone and calls his boss "The project has failed, the Devil and his super soldier friend have taken the girl and the police are here, what are your orders?"

The man on the other line tells him "Destroy all the evidence, leave nothing behind."

"Yes Sir" Tombstone replies.

Tombstone sends a message on his phone [clean up loose ends] then takes out the sim crushes it and throws the phone in the water. At that point all the military cyborgs turn on their Maggia colleagues and begin killing them, the police and everyone. Tombstone walks back down into the living quarters and takes out his detonator. As he arrives back at the bow of the ship he looks back and sees his soldiers have killed all the Maggia and are firing at the police, Tombstone jumps off the back of the ship and hits the detonator trigger destroying the ship. 

**Maggia Factory - 62nd Avenue Flushing**

* * *

Joseph and his accompanying soldier escape Frank's bullets and find sanctuary in an alleyway. Joseph instructs the soldier to get him to safety, the soldier does not respond and just stares at Joseph, then suddenly he pulls a gun and points it at Joseph. Joseph quickly charges into the soldier head first, knocking him off balance and then striking the gun from his hand.

Joseph continues his attack throwing punches but the soldier is more than a match for him and grabs Joseph by the neck, picking him up off the ground and battering his head numerous times into the wall until Joseph falls in a heap on the ground with his skull crushed.

Frank Castle emerges into the alleyway, and fires at the soldier who flees the scene. Frank throws a grenade at him but the soldier escapes. Frank stands over Joseph lying crumpled on the floor, "It seems justice was served, but I'm not interested in Justice, I'm only interested in revenge, I want punishment, I want your boss."

Frank looks down the alleyway to where the soldier ran away and follows him to continue his one-man war. 

**Midtown High**

* * *

A week later Gwen returns to school, she's been kept under lock and key but is now allowed to return to her normal life after the arrest and dismantling of the Maggia organisation. The whole school is a buzz about the crime wars and Gwen's heroic escape. Gwen recounts how the Masked Marvel, Daredevil and some other guys saved her life. Peter finds himself out of Gwen's attention but as soon as the crowds disperse she embraces him and tells him, "You're my real hero Peter Parker, I missed you, I thought about you all the time, I love you" Peter becomes shy and doesn't know what to say, he fumbles his words then replies, "Thanks." 

**Oscorp Tower**

* * *

After science class Peter waits behind to speak with Dr Connors, Harry doesn't notice as he's listening with everyone else about Gwen's adventure. Peter asks Dr Connors about the serum, Dr Connors reluctantly agrees to tell Peter but only if he answers his owns questions honestly, Peter agrees.

"It's from the second world war, or at least an attempted copy." Connors begins.

"It's the super soldier formula, Captain America's super soldier formula" Peter exclaims with glee.

"Yes Peter, Oscorp attempted to replicate the formula many years ago, but it was unsuccessful."

"The project was closed down around the time I lost my arm, then I changed my research into trans-genetics, but now it seems someone is trying to replicate it."

Peter is amazed, but before he can ask any more questions Dr Connors gets in first, "Peter, were you involved in the incident involving Gwen, even after I warned you?" Peter hangs his head, "Yes sir."

"I've heard that the people involved had super human abilities, was that you?" Peter shakes his head, "No Sir" he replies tentatively.

"Are you lying Peter? Have you taken the serum?" Dr Connors asks in a direct tone. Peter responds softly, "It was the spider, the missing spider from our experiment bit me."

Dr Connors face lights up with surprise, amazement and disbelief, "Trans species genetics actually working, that's amazing, have you had any other affects?" Connors asks.

"I'm strong, fast, agile I have a sixth sense for danger and can walk up walls."

"Extraordinary, you've taken on the traits of the trans-genetic spider" Connors replies not noticing the fear on Peter's face.

"Does this mean I'm going to become a man spider, grow six arms?" Peter asks with concern, "No Peter of course not" Connors replies with a pause, "You'll only grow four arms" he continues with a wink of his eye and a playful jab.

"Give me a sample of your blood and I'll do tests, I'll find the basis of these mutated properties and make sure you keep to two arms and two legs." Connors reassures him, but then continues on a much more serious note, "You can never tell anyone about this, if they find you they'll experiment on you, trust nobody."

Peter leaves with Harry and Gwen whilst Dr Connors takes the blood sample and labels it Subject: wall-crawler. 

**Peter Parker's house**

* * *

Peter sifts through the basement, looking through all the old stuff they have, looking for things to sell. Aunt May hasn't said anything but Peter knows that without Uncle Ben's wages things are tight at home. As Peter searches he comes across the model spider his uncle made. Peter begins to weep at the memory of his uncle and how proud he was of Peter. Peter takes the model and puts it up in his room as a reminder of his uncle.

Later that day Harry visits Peter and helps him look for a job. Harry has already offered to give them some money, But May and Peter refuse, they don't want Harry's pity and want to make it on their own.

Peter looks in the Daily Bugle classified section for a job. He flicks through and notices a sign for amateur wrestling, paid in cash. Peter thinks to himself, this is way better than working in a grocery store.

He speaks with Harry about entering the wrestling ring, Harry tells him it's a great idea but he'll need to keep his identity a secret. The boys speak excitedly about this new adventure; they start throwing around names like the Arachnid, Black Widow, Venom, and even the Scarlett Spider. As they discuss names a news item flashes on TV showing Iron man rescuing some villages in the Middle East from the 10 rings terrorist group.

Harry suggests he needs a cool name like Iron man, Peter suggests Spiderman. Peter writes it down but Harry corrects him

"No write it like this"

Spider-Man, "you don't want to get confused with Iron man and all those TV show characters like the bat guy or that over the top alien one either."

Peter nods his head in agreement, then looks across at the spider model his uncle made, "I know what the costume should look like as well."


	18. Epilogue - Post Credits Scene

**Rolling credits**

* * *

Written by: Hardstone

Produced by: Hardstone

Credits written by: Hardstone

Bad Jokes: Hardstone

**Staring:**

Peter Parker - Spider-man…soon  
Harry Osborn - Himself  
Gwen Stacy - Herself  
Mary-Jane Watson - Herself  
Matthew Murdoch - Daredevil  
Dr Curt Connors - Himself  
Frank Castle - Punisher  
Lonnie Thompson Lincoln - Tombstone  
Agent Coulson - Mr Smith  
Joseph - Hammerhead  
Eugene Thompson - Flash  
Liz Allen - Random love interest  
Ben Parker - Not coming back  
May Parker - Dotting Aunty  
David Skyes - Maggia hitman  
Captain George Stacy - Disapproving father  
Silvermane - Convenient dead bad guy  
Tyrone Johnson - Homeless Youth  
Tandy Bowen - Homeless Youth  
Jackson W Price - Montana (the "not" naked cowboy)  
Ronald Bloch - The Ox  
Daniel Brito - Fancy Dan  
Dr Miles Warren - Lab assistant  
Dr Miles Morbius - Lab assistant

Original characters: Stan Lee, Steve Ditko and Marvel Entertainment

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* * *

**Mid credits scene - Oscorp Boardroom**

* * *

Oscorp's board attend it's monthly meeting. Amongst the board members are founder and majority shareholder Norman Osborn, Media tycoon J. Jonah Jameson and wealthy philanthropist Wilson Fisk.

The secretary reads through the minutes and action items, as she does Jameson interrupts, "Enough of this crap, what is happening with our weapons division, Hammer has just been announced the preferred weapons contractor to the U.S. government, what do we have to show for it? A wing jetpack thing and some space suits?"

"Unfortunately due to unforeseen circumstances, we were unable to complete the project and achieve the outcomes set" Fisk replies calmly to Jameson's outburst.

"So we don't have a super-soldier?" Jameson asks angrily, "No, After our initial experiments were halted by the government we went underground, but unfortunately the authorities have stopped those experiments as well" Fisk replies.

"So all our money and research is gone? I thought you had the authorities in your pocket?" Jameson continues interrogating Fisk.

"We did, but there was someone outside the law who interfered, a vigilante, a super-solider."

The board erupts in anger and vents towards Fisk and Osborn.

"Calm down, calm down" Osborn commands, once the board regain their composure he continues, "This is both a problem and a solution, someone has cracked the super soldier code before us, that's a problem, If we want to find the secret to making super soldiers all we have to do is get a sample of his blood."

The board members are skeptical, "How are we going to do that?" one yells out, "We have another program at our Cybertek division, they have made great enhancements thanks to our head of robotics Dr Spencer Smythe" he explains loading up a video, "We have been augmenting injured soldiers with robotic prosthesis, organs and weapons."

The board now turns from disgust to excitement as they see the soldiers in action on the video, "These test soldiers, all with training, will help locate and capture the subject."

Osborn smiles as the board is warming to his plan, "All we need to do is find the secret to the super soldier formula and we'll have the perfect weapon cyborg super-soldier."

The board now approve the plan and move onto the next item, Oscorp's energy division and experimentation with cosmic energy as a power source, headed up by Dr Otto Octavius.

* * *

**More Rolling Credits**

* * *

This fan fiction is written and created to exist within the Marvel Cinematic Universe canon. New releases from Marvel may change events or characters within this story which may be updated at a later date when appropriate.

All characters are wholly owned by Marvel Entertainment and are used here only for personal entertainment and not for commercial uses.

**Special thanks for the reviews: **

Agent Brad Hall - ShaThief - aspiringactor  
Shining donuts - Ben - MCJB Echo - Spideyisawesom  
GinsengH - That Geeky Guy - Spider-fan70  
Pegasus spider - Son of Whitebeard

No animals were harmed in the writing of this story, though my arms are really tired.

Created in Melbourne, Australia.

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* * *

**Post credit scene - Oscorp Tower R&amp;D lab**

* * *

Late in the evening Harry Osborn walks through the empty hallways of Oscorp Tower, waiting for his father as usual. He wanders down to the R&amp;D division where a lone man sits at a lab bench working away. Harry smiles as he spots the old man, white hair and bushy moustache hunched over the desk examining a new invention.

Harry enters the room and with a laugh yells to the man, "Haven't they let you go yet old man?"

A smile brightens the old man's face, he looks back towards Harry and replies, "If your father was willing to pay for my redundancy, I would have been gone years ago." The two laugh and shake hands warmly.

"How are you Stanley, still inventing I see" Harry greets him.

"Ah young Harry, good to see you, yes I'm working on a new adhesive, but I can't seem to get it right."

Harry looks down at the chemical mixture, pokes his finger in it, then it gets stuck to his finger and he struggles to get it off, pulling and wiping and making a huge mess. Stanley calms him down and helps remove it with a special cleaner.

"I'm trying to create a new adhesive that not only sticks to things, but has strong tensile strength, light weight and compact."

Harry's interest is sparked, "So this is like an adhesive rope that could carry heavy weights and be compressed?"

"Yes, there are applications for hikers, soldiers, builders safety, so many applications."

"Sounds important, Oscorp must be putting lots of effort into this?" Harry asks.

"No they don't care about this, all they care about is their secret project, everything else has been cut or killed."

Harry's eyes light up, _Maybe this is better than a grappling hook_, he thinks to himself.

"Could this be fired like a grappling hook and used to climb and swing something big, like a person?" Harry asks.

"Well it needs some modifications… but sure, its flexible it can be used as a rope or a net," Stanley explains, "Sort of like a web?" Harry asks, "Yeah, kind of like a web."

"I have these prototype release valves to fire them." Stanley pulls out a cylinder the size of a soft drink can. Endless possibilities swarm through Harry's mind, "That's great Stanley, can they be made smaller?"

"Sure, these are only version 1, with some work they can be much smaller" Stanley replies, excited by Harry's interest in his work.

"Great, can you make me two?"

**—The End —**

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**AN: Thanks for reading, hope you enjoyed it and feel free to leave comments, I'm starting on volume II straight away which will be a lot more plot focussed and we'll really see the intersecting web (pun intended) between the Marvel Cinematic Universe (MCU: Ironman 2 &amp; Incredible Hulk) with the Chronicles of Peter Parker (COPP). Would love to see you following/favouriting and commenting on Volume I and II, help motivate me through the RSI in my wrists :-)**


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